Fade Away
by Chicleeblair
Summary: A pink-haired girl sitting on the stone steps of a high school finds herself strangely attracted to the surgical intern on a motorcycle sent by her mother to bail her out of the principal's office.
1. Smile

For about the millionth time since he had stepped off the plane six months earlier, Derek Shepherd wondered why the hell he had decided to take the internship in Boston. He loved Manhattan; he _missed_ Manhattan. He also thought that if he had stayed in Manhattan he would not have been told to do what Ellis Grey had just ordered him to do.

"What are you standing there for?" the woman asked, staring at him, with her hands on her hips as they stood in the hall of Boston General hospital. "Did I not make myself clear? Unless you can remove this large piece of glass from this patient's chest single handedly, as I can, then you should not be standing there."

Derek blinked at her, and then turned on his heel and ran, wondering how _go get my daughter and take her to our house, and stay there until I get off_, were proper instructions for an intern who had asked _how can I assist you, Dr. Grey? _

Derek had also not thought to mention that he did not exactly have a car. In fact, the fact did not even occur to him until he was standing in the parking garage next to his motorcycle. Well, hadn't she said Boston Preparatory High School? So the kid must be at least fourteen, and his sisters had ridden around on his bike with him at that age.

He slid his familiar leather jacket on over his scrubs and revved the motor, wishing he could be in the gallery, or even doing SCUT. Anything but this. This was ridiculous.

He sped through unfamiliar streets, grateful for his knack with directions. He did not think Ellis Grey would accept 'I got lost' as an excuse for not carrying out her orders to the letter.

Eventually, he pulled up to a formidable looking brick building. It looked deserted, and he looked up at the sign hanging over the steps. He was in the right place. As he climbed off of the bike, he saw a lone figure sitting on the wide lip of wall to the side of the stairs leading up to the building. He hung his helmet over the handle bar of his bike and went up the sidewalk to address the person.

As he got closer he saw a girl, so thin she could only be described as tiny. She wore a uniform-regulation plaid skirt and white top, but over that she had a black denim jacket. Her shoes were also black, tall lace-up things, like what Rachel had worn when she went through her rebel phase.

"You're not supposed to be doing that out here, are you?" he asked her, noticing the trail of smoke coming up fro the cigarette that was barely concealed in the hand hanging off the edge of the concrete.

She turned to him, and when her hair flipped over her shoulder he got a start. Her hair was dyed bright pink. "What's it to you?" she asked. Then she looked at him again, noticing the scrubs. "Oh. Right. One of my mother's underlings?"

This? This was Ellis Grey's daughter? Ellis Grey was formidable, a force to be reckoned with, and this girl was…not.

"You are, aren't you? Hello, you, in the scrubs. Are you listening to me or are you deaf?"

"Huh? Yeah. I'm here from Ellis Grey. You must be…" he trailed off, his hand hanging in the air, half-poised to shake hers as he realized that Dr. Grey had never told him the kid's name.

"Oh, classy," she said, raising her eyebrows and tossing away the cigarette. "She didn't even tell you my name, did she? Just sent you off like you're her servant. Damn, bet you're pissed. I'm Meredith the disappointment' Grey. And you are?"

"Oh, I'm Derek, Derek Shepherd." Meredith nodded, stood and jumped off the lip of the wall.

"Well, come on, Derek Shepherd. The authority types want to make sure I'm released into the hands of a capable adult. Now, you're an intern I'm sure, so I doubt you're a capable adult, but you'll do."

Derek's head was spinning at all of this. He didn't know how this kid managed to talk so fast, or why she didn't seem to talk like a kid. Hell, he was at least eight years older than her and she doubted his abilities as a capable adult because he was an _intern_? She was a high schooler.

Still, he followed her into the school, because, well, what choice did he have? She did all the talking; all the office staff required from him was an ID, and proof that he worked at Boston General.

"They're used to it," Meredith explained as she bounced ahead of him down the steps again. "Mom almost never comes to bail me out so--."

"This is a habit of yours?" Derek asked, an eyebrow raised.

"Hmm… the school and I don't see eye to eye about… well anything really. Whoa, is that your bike? Maybe you're not such a bad adult after all."

"Yeah, it's mine."

"Wow. Hey, so, we don't really have to go back to my house, do we? I mean, you're free for hours. You could just drop me somewhere and show up at my house at nine or whatever. Or we could… you know… do something."

Derek stared at her. "Really? You get sent home from school, and you want to risk getting into more trouble?"

Meredith rolled her eyes. "Okay. I get it, you're one of those... I thought since you seemed cool, with the bike…. Whatever. Let's go." She stood by the side of the motorcycle, poised to mount as if she had ridden on millions of them.

Derek stared at her for another moment, then shrugged. "Wear this," he said, handing her the helmet. "The last thing I need is for something to happen to Ellis Grey's kid on my watch."

She shrugged and put on the helmet. He reached over to adjust it for her, and his fingers brushed her cheek. She looked up, her green eyes meeting his, and the look in them startled him. Despite all the talking, and the seeming blasé bubbliness, there was something deep in her eyes that he was not expecting. He swallowed, and then swung one leg over the bike.

"You're going to have to give me directions," he told her, as she climbed on and put her thin arms around his waist. Her grip was strong.

"I figured," she replied, quietly.

/ / / /

The house was a townhouse, not too far from the school. The windows were shut, and dark, and it was obviously not amazingly well tended to. Meredith hopped off the bike and thrust the helmet at him. She was up the steps and had the front door open before he was off the curb. He got in just in time to see one of her shoes disappear up the stairs. Going into the dusty living room, he sat down on the couch, expecting to not see her again. He found the remote and turned on the TV. This would be an opportunity to find out what was going on in the world, he decided. He had not really watched TV since starting med school four and a half years earlier.

As he flipped through reruns of The Nanny, the X-Files and past Oprah, he heard footsteps charging down the stairs, and Meredith appeared. She had changed clothes, and in a way her outfit was more normal. She wore a black top and headband, dark jeans and the black lace-up shoes.

"Oh," she said, looking at the TV. "I was going to turn on the stereo."

"Be my guest," Derek said, turning off the television. "I just remembered why I quite watching TV."

She snickered, searching on the table next to the sofa for the stereo remote. "Yeah," she said. "There's nothing. Oh, there it is." She reached down, lunging for the remote under the coffee table and there was a sound _crack_ as she hit the wood with her forehead. "Damn it!" she exclaimed, falling back to the floor, one hand on her head.

Derek quickly slid down next to her. "Let me see," he said, gently tugging at her hand.

"Doctor mode," Meredith sighed, and removed her hand. The spot was red, and would form a nasty bruise, but there was no bleeding.

"You're okay. I'd put ice on it if I were you."

"I'll be fine." She stood up, supporting herself on the arm of the couch and aiming the remote at the stereo. The tape in it began to spin, and Meredith threw herself into an armchair, still gingerly touching the knot on her head. "So, big bad intern, what surgery did you have to give up to be my keeper?"

"Foreign object removal—seriously?"

"Lame. Technical talk. What foreign object? Seriously what?"

"Okay. Your mother was removing a six-inch piece of glass from a thirteen-year-old kid's chest. Seriously, the Go-Go's?"

Meredith whistled. "Wow. I'm not an intern and I'd be upset if I missed that. What were you expecting? Alice in Chains?"

"That wouldn't have surprised me," Derek replied, leaning forward and clasping his hands. This girl was intriguing; there was more to her than met the eye. He was not quite sure why he cared, exactly, but he had nothing better to do. He might as well talk to her. "I mean, at least they're mostly this decade."

"They're okay," Meredith admitted. "I mean, they're from Seattle which is definitely cool, but… I dunno… what would you listen to?"

Derek shrugged. She tilted her head towards him, seeming to genuinely care what he thought. She did not get that from her mother. He had known the woman for a few months and he knew that. "My favorite band is the Clash." She stared for a second and then burst into laughter. Her laugh was sweet, and it lit up her eyes. Her entire face got brighter. Derek found himself thinking that he wanted to make her laugh more. "What?"

"Now who's in the wrong decade?" she demanded. "Oh man. The motorcycle-riding, rule-following intern has a thing for angry British punk? That's really funny."

"It is not! And who said I was rule-following? Just because I didn't want to drag a kid all over Boston--" he stopped. Mostly he stopped because already he had stopped thinking of her as a kid. But he also saw that the laughter was disappearing from her face, and her eyes were darkening as he spoke. "Why is being from Seattle cool?" he asked quickly, hoping to take away from his stupid statement.

Meredith looked away from him at the front window, whose blinds he had opened upon entering. The light cast a shadow on the side of her face, making her look far older. "I'm from Seattle," she answered quietly. "It's been… a long time but… I miss it there. I mean, I was just a little kid, but still."

Derek nodded. "I know what you mean."

Her face turned abruptly to him, and she thrust her chin out, as though she did not believe that he could. "Oh?"

"Yeah, I'm from New York. I went away for school but I was supposed to go back for my residency but—" he trailed off.

"Why didn't you? And please don't say to learn from my mother."

"No…. not that your mother isn't great but--."

"No, trust me, I know. She tells me so. But why then? I mean, I don't have to pry. You don't have to tell me. I mean, you don't know me. But--."

'No, it's fine. I came here because just as I was signing my contract for Manhattan General one of my professors called me to tell me that Ashland Davidson was transferring to Boston General and he's—"

"The best neurosurgeon on the east coast, I know."

"How--?"

"Ellis Grey's kid. Just trust me. So you came here to study under the best neurosurgeon on the east coast? That's dedication."

Derek shook his head. "No. I came here because I am going to be the next best neurosurgeon on the east coast. And also, possibly, on both coasts."

"Modest, aren't you?"

"Oh yes." Derek grinned as she giggled again.

"Well, in that case, you'll make a great surgeon," Meredith declared, and then stretched, pointing her toes out, then pushed the black shoes off her feet.

"Not to pry, and not that I'm not enjoying being mocked by you, but aren't you supposed to have homework or something? I mean, you didn't even have a backpack."

"Yeah, I guess. I'm pretty much ahead in, oh everything, but I do have a science paper to write. Mind if I pump your brain?"

"That's all anyone does these days." Meredith laughed again, and disappeared up the stairs a second later. Derek leaned back on the sofa, looking around the room. The house barely looked lived in. There was nothing on the mantle but a clock. There were tapes piled up by the stereo, but other than that there were just normal furnishings, with somewhat mismatched floral patterns, as if whoever decorated had not cared much. He guessed that Dr. Grey was rarely home, and if he and his sisters as teenagers were any gauge, Meredith spent most of time in her room.

She came back a moment later, lugging a (surprise) black backpack and tossing it onto one of the chairs in the dining room, which adjoined the living room. She made a lot of noise for someone so small as she slammed books down on the table, rustled through notebooks and shuffled papers. After a minute she emerged with a crinkled pile of notebook paper.

"Here," she said. "Read this and tell me if it's any good." Derek took the papers and scanned them, expecting a hastily put together paper based on the amount of time it took her to find it and the state of the pages. Instead he found a well-formed thesis which was followed through with statistics and experimental data. It was better than man undergrad papers he had seen, and he told her so.

Meredith blushed and shrugged, snatching it back. "Yeah, well. I decided to do something during study hall, for once. I mean it's nervous system stuff. At least that's interesting."

"You wrote this during study hall?"

"It's no big deal. It's not like it's something I do normally. Trust me, it's part of the reason I'm such a disappointment to my perfect mother."

"She's not perfect," Derek retorted, possibly surprising both of them. Meredith stopped spreading more papers out on the table and turned back to him, her eyes wide. "I mean, if she were perfect, wouldn't she have told me your name at the very least?"

Meredith smiled, just a little. It did not light he face up like the earlier ones, but it was something. She looked at him with that smile for another minute and then sat down to rewrite the paper.

Around six, Derek realized he was hungry. He turned off the TV, which he had turned on again, determined to find something good and failing. "Do you guys have any food?"

"Um… I'm going to go with no. Mom grocery shops on Fridays. Sometimes. Since it's Thursday, I have sincere doubts."

"Do you like pizza?"

"Yeah, of course. I'm broke though."

"Don't worry about it. I got it." Meredith shrugged, and Derek went to find a number for pizza. When it arrived, they did not bother clearing Meredith's things off of the table. Instead, they sat on the floor, with the pizza box on the coffee table.

"So, come on," Derek said, biting into his second slice. "I had to give up a surgery to come bail out my attending's kid. What did you _do? _My guess it wasn't just your cancer-stick habit."

"Oh. I don't smoke a lot. But no, not that. I may have shoved a guy into his locker for calling me a freshman and insinuating that I don't belong in AP Chemistry." She spoke nonchalantly, as if it were a normal occurrence for a girl who was about five foot four to slam boys against lockers.

"Well… you definitely belong in AP Chemistry. You're… not a freshman are you?"

Meredith glared at him sharply. "No, I'm not! I'm a junior. I'm seventeen!"

"Okay, okay, calm down. Please don't slam me into any furniture."

She kept glaring for a minute, and then laughed. "I won't," she assured him, taking a large bite of pizza. The cheese slid down and a glob of sauce hit her in the nose. She did not notice, however, she was so busy trying to shove the cheese that had separated from the pizza into her mouth.

Derek took a napkin, and reached over with the end of it to wipe the sauce from the tip of her nose. Her eyes met his as he leaned over, and again he saw the intensity there that showed how different this girl was. They gazed at each other for a minute, until the sound of a key in the lock made Meredith jump up.

"Fuck," she swore, and grabbed the pizza box and dirty napkins, carrying them into the kitchen. "Oh, Derek," she hissed, hurrying back, trash still in hand. "Do _not_ mention to her that I was suspended. Please?" her gaze was pleading as he nodded and pushed himself back onto the couch.

"Well," said a voice, as the door opened and Ellis Grey appeared on the threshold. She looked less ferocious in a sweater and jeans, Derek noted, though no less formidable. "Nothing's blown up, I see."

"Not at all," Derek said, standing and going over to her. "Meredith was fine. Great actually."

One of Ellis's eyebrows raised, as if she found this hard to believe. "Yes, well. You performed well, Shepherd. Get yourself on my service over the next few days, I'll make sure you get an opportunity to scrub in." She turned away from Derek, through with him, and walked into the house. Derek found himself wondering if the only language she spoke was surgery. "Meredith Grey! What is this mess in the dining room?"

"Sorry, Mom!" Meredith cried, coming skidding into the room. "It's my homework. I'll get it. Want some pizza?"

"No, of course not. What have I told you about leaving such a mess?"

Derek watched as Meredith stuffed papers in her backpack, wincing as the latest draft of paper got wrinkled once again. He wondered if Dr. Grey realized that it looked as if she was lucky that her daughter had done her homework at all.

"Bye, Meredith," Derek said, as Meredith came towards him to go up the stairs. Dr. Grey looked over her shoulder, as if surprised to see him there, but then sat down on the couch.

Meredith stopped in her haste to take her things up the stairs. Her eyes met his and she smiled. "It was nice meeting you, Derek."

"You too. I'll see you again soon."

She shrugged and ran up the stairs, as if she doubted it. For some reason, he had no doubts at all.

**A/N** So this is something that just bit my brain and would not let go. A lot of AUs change things, like their ages, when Meredith and Derek meet in the past, but I wanted to see what would happen if only one thing was changed, by a fluke: the location of Derek's internship. Will they end up together or are they too different at this point? Stay tuned!


	2. Confusion

Meredith awoke with a face in her mind's eye. "Way to go, Mer," she muttered to herself as she rolled out of bed, the sun that poured through the blinds making it impossible to stay in bed. She pulled off her pajamas out of habit, not really because she had anything to do that day. Looking into her closet, she realized that she definitely needed to wash her clothes. She had one pair of clean jeans and the only top she had left was a fuzzy pale blue sweater her aunt had given her for Christmas. The sweater was not bad, exactly; it just wasn't really her. Still, she slipped it on and began tossing clothes into a basket on the floor to carry downstairs. When she passed through the kitchen to get to the laundry room off to the side, the flashing light of the answering machine caught her eye.

_Shit!_ she thought as she dumped the clothes in the washer and ran over to push the button. There hadn't been any messages when she got home the afternoon before, and the phone had not rung all night. She really hoped that her mother had not checked these before she left. The school was getting wise to the fact that you could not reach Ellis Grey in the evening.

"Message one. Sent nine forty-five AM". With a cry of relief, Meredith danced around the kitchen. Her mother never went into work any later than seven. "Dr. Grey, this is Larry Wiscomb. I'm the vice-principal in charge of discipline at your daughter's school. I believe we've spoken before," Meredith smirked as she poured detergent into the washer. No one ever forgot speaking to her mother. "As I'm sure you know, we had a bit of an incident yesterday. Meredith was involved in an altercation" _Is that what they're calling it these days?_ "with another student. The other student was not injured." Meredith stared at the answering machine incredulously. Had he really thought that she _could_ cause any damage to that kid? "Fighting is not tolerated at our school, as I am sure you are aware. Meredith will be suspended for three days. When she returns, we will expect a serious change in behavior, or we will take more drastic measures. This is the fourth time since the beginning of the semester that we have had issues with her. We would appreciate you coming in for a meeting in the next few days, along with your daughter, so that we can get this straightened out."

_Right_, Meredith thought. _Another one of those_ _meetings_. She sat down at the kitchen table, trying to figure out how to keep the school from bothering her mother about this one. They didn't seem to get that her mother didn't have time to deal with them.

"Message two. Sent ten AM." Meredith looked at the machine briefly, and then shrugged. Probably someone for her mother. "Hey, Grey. Enjoying your day off? A bunch of us are going to go hang out after school, usual place. So we'll be by to get you at four. Later."

Meredith smiled at Sam's voice. He was one of her… well, not really friends. There really was not anyone who she would ask to, say, spend the night at her house. But they were people she could kill time with. They made her laugh and, most importantly, they never asked too many questions. Meredith was not really a fan of questions.

_He asked questions_, the traitorous voice in her head whispered. It was this voice, or something related to it, that had caused the face to emerge first thing upon waking. The face of one of her mother's interns. _He's way too old for you. He's arrogant. He's an intern, a medical professional. You never want to deal with those again once you're out of this house._ All of these thoughts circled her brain, and yet she still found herself captivated by those eyes.

Meredith sighed, and looked around the empty kitchen. She needed to find food. There was probably cereal somewhere, she decided and stood up to start looking. She was just about to open a cabinet when the doorbell rang. In shock, she jerked the cabinet open, hitting her head in the same spot that she had knocked it on the coffee table the day before. "Damn!" she exclaimed, and then went to open the door.

She really, really hoped it was no one that would tell her mother she was home on a school day. Probably, she shouldn't even be opening the door. But she was already turning the lock when that thought occurred to her. So she yanked the door open, and her jaw dropped.

The eyes looking down at her were the same ones that had haunted her all morning.

"What...? How…?" she stammered.

He laughed. "Going to let me in?"

"Oh, yeah. Come in." She stepped back and let him come through the door, noting the brown paper bag in his hand.

"I figured you probably didn't have food. So I brought bagels," he said, as if he thought this was an explanation.

"But… shouldn't you be somewhere being bossed around by my mother?" she asked.

"Shouldn't you be somewhere being bossed around by teachers?" he retorted, heading into the kitchen.

She ran after him. "Did you, like, get suspended for not working yesterday? Can interns get suspended?"

"No," he said, unloading cream cheese and butter onto the table. "But we do get days off. This happens to be one of mine."

Meredith sank into the chair she had vacated earlier. "And you're spending it with me? Shouldn't you be sleeping?" Or researching, or reading, or any of the myriad other things doctors do that aren't spending time with me?

He shrugged. "Probably. But… like I said, I didn't think you had food. Now if you don't want me—"

"No! I mean, yes. Yeah I do. If you want to be here." She blushed, and quickly busied herself with a bagel and a plastic knife so that he would not notice her cheeks turning red.

"Besides," he added. "I felt bad that your mom was giving you a hard time about such trivial things. Especially since there were bigger things to care about. You are okay, right?"

Meredith's heart sank. Great, he pitied her. "She doesn't hit me or anything, you know," she said quickly. "She just doesn't have time for anything that doesn't immediately affect her life. When it comes to me, all that qualifies is my grades."

She watched Derek eat his bagel. A crumb got caught in the stubble on his upper lip and she wanted to brush it off. Her hands twisted at the hem of her sweater to resist the urge. Then he grabbed a napkin and brushed it across his face, and she relaxed.

"Then you should be okay, right? I mean, judging by that paper."

Meredith snorted. "Did I give the impression I'm a good student? Sorry, to mislead you. That's the first assignment in that class I've felt like doing since… October."

"It's March."

"Yes it is. The teachers _hate_ me. Their tests are easy, so they can't fail me. I can kick ass on an AP test. I just chose not to cooperate."

"Why?" he asked, in a way that made Meredith sure the phrase 'not cooperate was not in his vocabulary.'

"What's it matter? Point is, I'm not a good kid. In case you haven't noticed." She sighed, and bit into her bagel again. Now was the time when he decided that she wasn't what he thought she was and left.

"Well," he said, and she looked up. There was a spark in his eye, and she let out a breath she wasn't sure she had been holding. "When I picked up the girl who was sitting outside her school smoking yesterday, I didn't exactly think you were about to be voted Homecoming Queen."

Meredith stared at him. That was almost offensive. But it was also true. She shrugged.

"What color is your hair, really?"

"Blonde. I didn't even have to bleach it to do this," she said. She was proud of that. The bleaching would have been even more difficult to pull off in her bathroom with her mother downstairs. Not that, even with Caroline (another sort-of-friend)'s help, she had managed not to stain some bathroom fixtures, but her mother was to nonobservant to care.

"Nice," he said, dryly.

"You know, for someone with a motorcycle, you're pretty boring."

"Am I? Did it occur to you that I might just be old enough to know better?"

"Oh please. Don't pull the adult shit. You are, on your day off, an intern who is bringing breakfast to a seventeen-year-old he just met. Life of the party does not seem to describe you."

"Hmm, I'll have to prove it to you some time. In the mean time, would you like to get out of the house? Actually do something, as I believe you put it yesterday?"

_Like a date?_ She almost said it. Except, it wasn't like she had ever been on a date. However, she was pretty sure that her saying that to him might make him run for the motorcycle like something was about to eat him.

Instead, she shrugged, polishing off the rest of her bagel. "Sure," she agreed.

"Good. I was thinking maybe the library."

She wasn't expecting that. Laughing caused her to spray crumbs across the table.

"Classy," he observed as she dived for napkins.

She took a few moments to clean up, trying to keep the blush out of her face again. When she had control of herself she shook her head at him. "Wanna try that again?" she said. "Like, with a real idea?"

"Movies?"

She shrugged. "Sure. I'll get the paper." She left the table to go out front in search of the newspaper. Standing on the front steps looking out at her street, empty but for his motorcycle she berated herself. _Stupid, Meredith, stupid. Intern. Old intern_. But she could think of him as old. Old was her mother. Old was is the man across he street with his stretched out skin and liver marks. This guy, this man, was not old. She was not sure she has ever thought this way about someone before. It kind of scared her.

She returned inside, pulling the plastic off of the paper and tossing it onto the table in front of Derek before she went to switch her clothes to the dryer.

"Hmm… Ace Ventura?"

"Try again."

"Four Weddings and a Funeral?"

Meredith paused, thinking about what she had heard about the movie. Definitely a date movie. "Hugh Grant?" she called out. "I'm in."

"Should I be worried?" Meredith jerked her head up and hit the lid of the dryer. She didn't swear this time. There was no need for him to think she was a total klutz. Should he be worried? About what?

When she looked at him, he was examining the paper, apparently unaware of what he said. Probably he didn't even think about it, she decided. She went around the table putting up the stuff from their bagels and putting it in an otherwise empty cabinet.

"There's one in twenty minutes. We can just make it," Derek announced.

"Okay, great." She sounded too eager. What the hell was she doing? She had no clue. All that she knew was she loved the way his face crinkled when he smiled. Was that enough? Enough for what?

"I even brought an extra helmet for you. I think ahead, you see. I think ahead of your head."

Meredith raised an eyebrow. They would have to work on the bad puns.

She loved riding the motorcycle with him. Loved it. There was the bonus of having an excuse to put her arms around him, press her face against his back. However, she also loved the feeling of speed. It was somewhat frightening, but it was also exhilarating. She was almost disappointed when they got to the movie theatre. He paid for their tickets and bought popcorn.

Did he know what he was doing to her? she wondered, as he settled the popcorn between them. Her hand brushed his with every reach into the bag, and her heart beat faster. It was ridiculous. She was definitely not the type of girl to go all gaa-gaa-eyed over a guy.

_Apparently, you are_, her mind told her as she sat back to watch the movie. Or rather, watch Derek watch the movie. She would never remember what happened in the film. Her thoughts were continually going back and forth between daydreaming about what she _could_ be doing in a dark theatre and the fact that she definitely should not be thinking that.

When the lights came up, she jumped up and started to leave, almost falling over a bucket of popcorn someone had left in the rows. Derek reached out to grab her arm as she stumbled.

"I'm okay," she told him, humiliated.

"I know," he replied. He did not let go of her arm. His hand, in fact, slid down into hers. They were holding hands. What the hell? What was this? Her mind did not stop going over the fact that they were holding hands, his fingers laced with hers, his soft warm hand in hers, as they went back out to the parking lot.

And then, she was pressed up against him again, sailing down the streets, and, too soon, much too soon, back in front of her house.

They both dismounted and he followed her up the steps.

"Thank you," she said, her hand over the doorknob, reluctant to turn it. "I had a really good time."_ Stop thinking about his lips. Stop it. Stop it._

"Any time. It was my pleasure. I can come in and keep you company for a while, if you like."

She glanced at her watch. It was nearly four. "Oh. No. You should sleep."

"Are you sure?"

"Yeah… I have—"

"Hey Grey!" Meredith darted a look over Derek's shoulder. A group of people was standing on the corner calling to her. For once she was not happy to see them.

"Plans," she finished with a sigh.

His eyes... they did something. Was that disappointment? Was she projecting?

"Oh. Well okay. I'll go then." He headed down the steps, putting his helmet back on. "Oh and Meredith? You look really nice in that sweater."

_Say thank you!_ She couldn't. She just stood, rooted to the spot. Slowly her head nodded. He gave her a smile and then road off. Meredith looked down at her front. She no longer hated this sweater. In fact, she was becoming pretty fond of it.

"Grey!"

She raced down the steps to join the group. They started walking down towards the deserted dock that they frequented. Meredith could not keep her mind of Derek "Who was the guy, Grey?" One of the girls asked.

"Oh. Just a friend of my mother's," she lied._ Yeah right._ Caroline raised her eyebrow, obviously knowing she was lying, but she did not ask questions. For once, Meredith wanted her to.

At the dock, she stood, smoking a cigarette and staring out at the water as the others horsed around. She took the flask that was offered to her and occasionally laughed at one of their jokes, but her mind was very far away. She made up an excuse to leave early, before the typical Friday night festivities began and walked home in the chill of the evening.

Wrapping her arms around herself, she could still smell him on her sweater.

A/N Thanks for all the reviews, I'm glad people are interested in this!

Getting into seventeen-year-old Meredith's head is interesting, because it's a pretty long way back from the Mer we have now, and yet very close as well.


	3. Confession

"Dude, would you shut up about the kid already? What is this, some kind of pedophilic phase brought on by the sudden change of scenery?"

Derek sighed and rolled over on his bed, trapping the phone between his ear and the pillow. "Mark, don't be an idiot. It's not like I'm in love with her, and this isn't exactly a nymphet fixation." He stared at the digital numbers on his clock. He really needed to get to the hospital. He needed to get off of his ass, out of his boxers and into clothes to go to work like a normal person. Work, though, would mean seeing Ellis Grey and being reminded of her daughter with every word she spoke to him, even though she was not at all like her.

"Relax, man, I'm just teasing you. I'm glad you've found a little friend."

"You are a dick."

"Yes I am. But I am a dick who misses his idiot friend who decided that he belonged in Boston."

"I do _not_ belong in Boston," Derek insisted, pulling a pair of pants off of the floor. They weren't exactly clean, but it was not like he would be wearing them for long. "But—"

"Neurosurgery, blah blah blah. I get it. But, seriously man, the other lackeys here are so below our level it's ridiculous. Well, my level, which you happen to aspire to."

"Shouldn't I be glad I'm _not_ there then?"

"Are the other interns there any better?"

"Well… no. Look, I gotta go. I'll call you later."

"Sure Humbert. Have fun with Lolita." There was a click that cut off the sound of Mark's laughter.

Derek scowled and pulled a t-shirt over his head. Tiredly, he ran his hands over his face and groaned.

It had been a week, exactly a week, since the morning that he had shown up on her doorstep with bagels. That had been the second most spontaneous thing he had done in a long time, the first being moving to Boston. He had no idea if she would even be home, or if she liked bagels. He told himself he wanted to check up on her, to make sure she was all right. Really, though, he just wanted to see her. That was weird, wasn't it? He hadn't been too crazy about seventeen-year-olds when he was one. Shouldn't he be fascinated by one of the female interns instead?

In twenty minutes when he was standing in the locker room with them, he shook his head. None of them were attractive to him. Oh, they were pretty enough, but they all had a drained and battered look; he had grown tired of the workaholic "woe is me" females in med school.

But, he told himself as he slung his stethoscope around his neck; that did _not_ excuse all the thoughts he was having about this girl. The door to the locker room opened, and his resident came in. Derek took a breath. There was one solution. He would just never see the kid again. He would stop hoping that each time Ellis Grey called his name he would be sent back to the brick school where the pink-haired rebel would be waiting on the steps, and that would be that. He was a grown man. He did _not_ need to be messing around with teenagers.

Determinedly, he threw himself into the day. He rounded on four of Davidson's patients, hoping to get put on his service for once. Despite all of his spare time, or nearly, being spent on neurological research, he never seemed to answer fast or exact enough for the man to call on him. Sometimes his resident assigned him to the doctor, but mostly his interaction with his idol was from the gallery while he watched a procedure.

This morning, during rounds, he stood as close to the patient's beds as he could get, right next to his resident. The patient was a double-header. He would need, unless his condition changed drastically, a craniotomy and heart surgery. Neither was particularly invasive, but they were surgeries that an intern could possibly get in on. Therefore, Derek was determined to get in on them.

What he had forgotten was that the cardiothoracic surgeon who his group worked with was always Ellis Grey. Ellis Grey who was still Meredith Grey's mother. She stood opposite them, dwarfed by the white-haired neurosurgeon who stood next to her, but looking fiercer as she threw questions at the interns. Derek watched her, noticing that her eyes were similar to her daughters. He thought that if she smiled, her face might light up in the same way. Meredith's smile was something else.

_No! _He told himself sharply, and snapped back to himself just as the neurosurgeon asked a question. Without thinking, Derek rattled off the answer. His brain was telling his mouth to stop, to stop so that he could register what he was saying, but by then the answer was out. Davidson was nodding.

"Very good. You're on the case, Dr. Shepherd."

"Thank you, sir," Derek said, as he took the chart. The others filed out and he looked down at the sleeping patient and let out a quiet "Yes!" punching the air with his fist. Finally, he was getting his chance.

He worked meticulously through the morning. He was going to prove that he was worth it. He was the best intern here, particularly when it came to neurosurgery. He would show them that he was the one they should be fighting over to have on cases. He carefully, much more carefully than usual, filled out charts and paperwork, did the pre-op workout and monitored the patient. He stood on hand, just waiting when the doctor did his final examination.

"Very good, we'll take you back in an hour," he informed he patient.

"Dr. Grey--?"

"She's in surgery. She authorized me to clear you for both of us. Now then, Shepherd…" he trailed off, watching Derek. He stood still, straight, trying not to look as if he was too hopeful, but knowing that he would be devastated if the next statement weren't—"Good job. You may scrub in."

"Thank you very much, sir," Derek said, with a nod. The surgeon walked out briskly, and Derek let the smile spread over his face.

"I'm glad one of us is excited about this," the middle-aged patient muttered. Derek straightened his face and cleared his throat.

"I apologize. It'll be my first time scrubbing in with Dr. Davidson, and he's the best. You'll definitely be in good hands."

Then he left the room, and had to resist the urge to run downstairs to the payphones to call Mark and brag.

In the OR, he was jostled to the back, so that he had to crane to see over the scrub nurses and doctors crowding the table. Davidson must have been looking for him, though, because once he spotted Derek he motioned for him to come closer. To Derek's shock, he held out the scalpel.

"Make the incision, Doctor."

Derek stared at the instrument, and then took it. He had to fight to keep his hands from shaking, but he held steady.

"Easy now," the doctor said. Derek nodded, but he was ready for this. He had made incisions before, under the eyes of different surgeons. This was huge, though. This was the big time. Slowly and carefully he pushed down, just enough to make a clean incision. This was fantastic; this was textbook.

"Thank you."

This was him being moved aside, the scalpel being taken. But it didn't matter. He had opened for Dr. Ashland Davidson. He went back to his spot in the back, watching the skull being cut into and his heart raced. There was nothing like the rush of watching the human brain be exposed in an operating table. And he, Derek Shepherd, had made the incision.

"God, that was amazing," he exclaimed, walking into the locker room to change his scrubs. "I mean, really fantastic. I am on a brain surgery high!"

The other interns in the room did not say anything. They were all jealous. Definitely jealous.

When he got back onto the floor, he spotted Dr. Davidson standing in the hallway, near a large window that faced the parking lot.

"Dr. Davidson," he called, sprinting over. "Sir, I just wanted to thank you for letting me on your case today. It was a real learning opportunity."

The doctor seemed taken aback to be _addressed_ by an intern, but Derek needed him to know that he was not just any intern.

"Oh, Shepherd. Yes. You did quite well. You're interest in Neurosurgery, aren't you? I think I received a phone call about you."

"Yes sir," Derek said. He was suddenly distracted by something he saw out the window. Was that a flash of pink on the bench down there? _Don't be stupid. There are plenty of girls with pink hair. Focus. _"Professor Greenburg called you, I believe."

"Yes, that's right. He said you were quite promising. We'll see, shall we?"

"Yes sir," Derek said. _Just you wait_.

The pink-haired girl on the bench shifted and he could just, from three floors up, make out her face. It was Meredith.

Derek felt his mouth go dry. _Ignore her. Ignore her_. "Well, thank you again, sir. Excuse me." He turned and ran off, leaving the befuddled surgeon behind him.

He ran down the stairs, his sneakers squeaking. As he ran he was berating himself. She was probably just here for her mother. Even if she were, it wouldn't be weird for him to say hello, would it?

He had not decided one way or the other really when he got through the automatic doors and he could see her still sitting on the bench a few yards away from him. He paused to catch his breath, so it would not look as if he had been rushing. He had just happened out here.

"Meredith?" he said, when he was very close to the bench, as if he had just noticed her.

She turned, an animal startled by a noise, but she smiled when she saw him. "Derek," she said. There was relief in her voice, and her face light up when she smiled. It couldn't be good, could it? And it also could be good that just seeing her smile made him smile back.

"Are you here for your mom? Because she's--,"

"In surgery. I figured. No I…I…." she bit her lip, as if unsure if she should continue, and then blurted out, "I wanted to see you." She ducked her head as her face went an adorable shade of pink.

"Oh," he said, then sank onto the bench next to her. "Well, you caught me. I just got out of surgery." He tried to make the words sound natural, as though he had said them every day for his entire life, but she knew better and smirked for a moment.

"Oh… well… I just… I wanted to tell you… the other day… that was the most fun I've had in a long time… I mean I do a lot of things with people but that… it was nice. And I've been thinking about you a lot so I just wanted… wanted to see you."

This was not good. It could not be good. He knew the voice of a girl with a crush; he had been around his sisters for years.

But their four hours together, at her house and at the movies, had been the highlight of her life for a long time? That made his heart tighten. He also wondered what kind of 'things' she did with people. He could guess, and his guess was it wasn't where a parent would want their kid.

"I had a good time too," he admitted. That was safe. "But, Meredith…" he sighed. He couldn't look at her. There was so little hope in her face, but he did not want to kill what was there. "I'm an intern. I'm really busy and--."

"You don't have time for me. I understand." She stood, but he reached out an arm, pulling her back.

"Quit that," he snapped. "Let me finish. I'm busy. And I'm twenty-six years old. We need to remember that. I admit, you're not like any other seventeen-year-old I've ever met, but that doesn't change the fact that you're seventeen. So, I mean… I just don't think it's… good. For us to… spend time together." Finally he looked at her. She was sitting facing him, with her knees pulled up to her chest. Her jeans and shoes were black, but her shirt was a bright purple. It looked good on her, but his guess was she didn't wear it often.

She was considering him, with the kind of x-ray gaze utilized by her mother. Finally she nodded. "Okay. Yeah. I understand. You're right."

"I don't want to give you the wrong idea. You're a nice girl but--."

"I'm seventeen. You don't want to hang out with a seventeen-year-old. Only… do you think… I could call you some time? Just," she shrugged, "To talk? Because, there's really no one… and I didn't think I liked talking but you…" she shrugged. "Never mind."

She stood up again. He almost let her leave, but instead he called her name and pulled a prescription pad out of his labcoat pocket. On the back of it he scribbled his home number.

"Leave a message, I'll call you back if I'm on call."

She smiled. In spite of himself, he smiled back.

That night, as he lay in bed, almost asleep, the phone rang. He dug around on the floor for the phone as it rang obnoxiously. "'Lo?" he asked, groggily, expecting Mark.

"Derek?"

He sat up, not recognizing the small voice at first. "Yeah?"

"Hi. It's Meredith."

"Oh, hi." He definitely had not expecting 'some time' to be so soon, but he was not complaining. "What's going on?"

"Nothing. I'm sorry it's so late. I had to wait for my mother to go to sleep."

"Oh."

"Yeah. Um… so I was wondering. You said you got out of surgery; how was it?"

"You want to hear about it? I thought you didn't like medical stuff."

There was a silence, and he worried that she would get nervous and hang up, but she didn't. "Oh. No. It's okay. I want to hear."

Derek pulled up his pillow and sat back against it. "It was amazing. We were _inside_ the guy's brain. I made the first incision, and it was brilliant of course."

She giggled. "Of course."

He smiled at the sound of her laugh, and began to describe the rest of the surgery.

A/N I'm glad you all like this story. It has been very intriguing to write. And, just so you know, Meredith and Derek are as imperfect and fallible as ever. So their decisions may not be the ones that they 'should ' make. But it'll be fun, I think.

Oh look, the real chapter three! Sorry guys, i'm an idiot.


	4. Book

"So guess what," Meredith said, winding the phone cord around her index finger, and looking out her window at the streetlights lining her neighborhood.

"What?"

"That paper? I got an A on it. Well, it would have been an A, but I forgot and turned it in two days late, so it was a B. But it was an A paper."

"Mer, that's fantastic!"

Meredith smiled. She had not even bothered to tell her mother, since it was not a real A, but she knew Derek would appreciate it. She had called him for the first time in a few days with the news.

"Thanks. It's not that huge of a deal I just thought…. Thought you'd like to know."

"I'm glad you told me." There was a pause, not awkward, as pauses on phone calls could be, but amiable. They were used to these late-night conversations. "So, I haven't heard from you in a while."

Meredith sat down on her bed and tugged at her lower lip with her front teeth. There was not a day when she did not want to talk to Derek. There were just some times when she did not because, well…

"Yeah. I've just been spending some time with… people."

"People?"

"Yeah. My friends, I guess."

"You guess?Washingtoniat. and to them. we with...ecause, well...there th her front teeth. she rek would appreciatelights"

Although he couldn't see, she shrugged. "I'm not exactly close to them. We just hang out. And stuff."

There was a rustling, and Derek took a breath. "Mer, I may be over eighteen, but I promise I'm not going to judge you. You can tell me things."

"I know," she replied, although when he said it, something squeezed a little inside of her. She had worried about that. He may have been all leather-and-motorcycle but he was also a has-a-real-job adult, and she knew he would not necessarily approve of… things.

"I mean, the first time I met you, you were smoking. I get that you aren't perfect. Trust me, I have some stories from when I was seventeen that could probably rival any of yours."

"Oh?" she lay back on her bed, putting her hand behind her head. "Care to share?"

"Hmm… not tonight. It's late, and I have a shift tomorrow. You should sleep too, it's a school night."

"Derek…"

"Don't 'Derek…' me. I'm saying, if you're this happy over a could-have-been an A, you'd be pretty happy about an A."

"Yeah… yeah I never thought about it that way." He did have a point. She was pretty excited about this, and it was not just for her mother. Maybe she could pull it off again. Derek seemed to think she could.

"Maybe you should. But I should go. I have a five o'clock shift."

Meredith rolled her head to look at the clock. "Shit, Der, it's one! You should have hung up on me a long time ago. Go to sleep so you don't kill someone!"

He chuckled. "Chill. I slept for a while this afternoon. But I should go. Talk to you soon?"

"Yeah, of course. Good night."

"Good night, Meredith."

He hung up, and Meredith gently lowered her extension to the cradle. "Good night, Derek," she whispered again to the darkness. She almost said 'I love you', but it was too much to say, even to the darkness.

None of this made sense. She was not the kind of girl to go somewhere and tell a guy that she liked him a lot. But she had. She was not the kind to call someone just to talk. But she did. Often. And she almost never cared what anyone thought about what she did, but Derek… Derek was different. He liked her, for some reason she could not fathom. He liked her, he answered the phone when she called and he even returned her calls, so it was not like he just let her call him and put up with it. The only thing he did not do was call and leave a message, because that was dangerous. Her mother could not know about this.

Shouldn't that be the appeal? The sneaking around from her mom? But Meredith had done a lot more drastic things to anger her mother. The appeal of talking to Derek was not overshadowed by its danger, at all, compared to other things she had done. There was just something about him.

She was startled out of her thoughts by the sound of a rock hitting her window. She looked over and could just see a cluster of people standing under it.

"Grey!" she heard. "Come on! We've got José for you!"

She slid off of her bed and started looking for her shoes, but it was an automatic response. As she sat to shove them on, she thought. _I'm tired. Maybe not tonight_. She had spent the past three nights on the dock dancing and drinking tequila bought by someone's older brother. She skipped school two days earlier; this was why her paper had been late, and Derek's words were echoing in her head.

When she tossed the shoes back on the floor and buried her head under the covers so she wouldn't hear the rocks tinking against the glass, she tried to convince herself that she was just going to bed because she was tired, and not for any real school-involved reason.

/ / / /

"Do you have any time off next week?"

"A day or so. Maybe even an afternoon. Why?"

"No reason… it's just…Mom'll beataconferencenad—"

"Meredith, I'm going to need you to slow down. It's midnight and I had a twenty-four hour shift."

"Right, sorry. My mother has a conference next week. So she won't be here."

"Where will you be?"

"Here."

"She trusts you? Oh shit. Blame that on lack of sleep. Of course she trusts you."

"Actually… she doesn't. But she pays just as much attention to know that hiring house-sitters, or housekeepers or whatever those people are to keep me reigned in is about as effective as tossing money down a scrub room sink."

"Nice metaphor. Are you okay with that, the being alone thing?"

"I guess. I normally just go out anyway. But… I haven't been going out so much any more."

"Why?"

"No reason. It's lame. The people are dumb. But… I know you said we shouldn't hang out…"

"Yeah. Well. Maybe we could. Just with… an understanding."

"What? Like I don't go telling people you're trying to seduce me?"

"Something like that."

"So… rules."

"If you want to call it that."

"Okay. Cool."

"If you don't want to be alone… I have a pull out couch. Not that I'm ever here anyway but…"

"Um… yeah. That'd be… really nice of you. You don't have to if you don't want to. I don't want to impose. I can do something like… well I can't cook. But I can clean… I'm very good at cleaning. And laundry."

"So long as you don't injure yourself on the dryer."

"Oh… you saw that."

"The thunk was hard to miss."

"Ass."

"You love it."

"… I…I have to go. It's late, Mr. Intern. I'll call you. I actually don't know where you live."

"I'll give you directions tomorrow. Good night, Meredith."

"Good night, Derek."

/ / / /

Meredith stared at her bed. It was covered in clothes, and she wondered since when she cared what she wore. _Since you were staying for five days at a guy's apartment. A guy who makes you feel weird in places that you didn't really know could feel weird_.

But it was not like she thought Derek even really _cared_. It was more that he liked the blue sweater. He liked the blue sweater (which was already in her bag), so he probably would not like his other clothes as much. They were all… not pale blue. She wished she had thought to tell her mother that she _really_ needed a credit card and not cash for emergency money.

With a frown she turned back to her closet, the contents of which were mostly spread all over her room. She had put all the colored shirts in her bag, and one or two black ones. There was no getting away from the fact that this was what she had a lot of. Derek would just have to get that. Right?

She looked at her watch. It was almost eight. It had taken for_ever_ to get her mother out of the house. Not that it really mattered, because Derek was on call all night, but she wanted time to not-get-lost on the way to his place. With a final survey of her bed and what was in her bag she went into the bathroom to get her toothbrush and other supplies.

As she zipped her bag she thought she really should pick up the clothes that she had strewn everywhere, but she decided against it. She could do that when her mother came back to make a fuss.

She slung the bag over her shoulder and went out onto the street, towards the bus stop. When she climbed onto the bus, her heart sank a little. Sam was sitting towards the back. She pointedly sat at the front, hoping he would not notice her, but she was hard to miss.

"Hey, Grey. Haven't seen you in a while," he said, sitting behind her.

She shrugged, not facing him. "I've been busy."

"With what?"

"Oh… schoolwork and stuff."

"That's funny. Tell me another one." She turned around to glare at him, and he shrank back, raising his pierced eyebrow.

"I'm serious."

"Wow… Meredith Grey doing homework."

"Thought it was time for a change."

He leaned forward, so that when he spoke she could feel his breath on her neck. She shifted away. "You should come out with us, Grey. We'll have fun, like we always do."

"Yeah. I'm not interested right now, Sam. Go breath on somebody else."

"Temper, temper."

"Yeah? You've seen the results of people annoying me before. Wanna push your luck?"

He did not respond. When she next chanced a look back he was looking out the window. She relaxed.

"So what's the bag for? Running away from your mother?"

"That got old in the fourth grade. She's out of town. I'm staying with a friend." As soon as she said it, she knew it was stupid.

"Your mother's not in the house and you won't hang out with me? I'm devastated."

"I'm sure."

"Is this friend good looking? Hey, it's not that guy you were with a few weeks ago is it?"

"This is my stop," Meredith lied as the bus stopped for an elderly man to get off. "Later, Sam." She ran off the bus, almost hitting the old man, and purposely walked around the corner and waited until the sound of the motor was far away before she went back to wait for the next bus to come by.

Because of this delay, it was later than she planned when she got to Derek's, but when she pulled the hidden key he had left for her out of the lock and turned the handle, the apartment was abandoned. It was pretty spacious for an intern, and closer to the hospital than even her mother's house, which was kind of impressive.

She turned on the light and stepped inside. The couch was pulled out into a bed, and there was a note on a piece of yellow paper. Meredith dropped her bag on the floor next to the couch and read the note, pushing her hair out of her face.

_Meredith,_

_Make yourself at home. There's leftovers in the fridge if you're hungry. Don't wait up._

_Derek_.

She tossed the note back on the pillow and went over to the kitchen. The living room and kitchen were open, and it looked like Derek's bedroom was just off of the hall. The place was messy, but neater than she expected from a guy. No dirty clothes all over the place or anything.

Had he picked up for her?

She wrinkled her nose when she opened the fridge. The leftovers were all in Chinese food boxes. She needed to inform Derek that that was not fit for consumption. With a sigh, she went back to the bed, her eye catching the note again.

_Were you expecting a love letter?_ she chided herself. _He's a guy doing you a favor. He's probably afraid you'd be murdered in the house alone anyway._

Briefly she wondered if her mother was supposed to fear that too. Then she remembered. A mother, probably. Her mother? No.

She began to rummage through her bag for pajamas, and then swore. She had forgotten pajamas in her rush to find suitable clothes.

So, she couldn't eat. She couldn't change. With a sigh she pulled out the book she was reading for English lit and flipped it open. She had not read a book for class all year, but her mother bought them all at the beginning of the year. When she had found this one on her floor and remembered that it was what they were reading, she pulled it out. It actually looked interesting, so she decided to read it. What could it hurt?

  _"Miss Barkley was quite tall. She wore what seemed to be a nurse's uniform, was blonde and had a tawny skin and gray eyes. I thought she was very beautiful…"_

The next thing Meredith was aware of was being gently shaken. "Meredith? Mer, wake up."

"Hmm?" she murmured, blinking her eyes open. Derek was crouched next to her, his eyes crinkling as he smiled. "Time is it?" She sat up a little bit and saw that he had picked up her book from where it fell on the floor.

"Hemmingway's my favorite. Two in the morning. Why aren't you dressed for bed?"

"Forgot pajamas," she admitted with a yawn.

"Oh. Hold on."

He disappeared, and Meredith rolled onto her side, feeling herself drifting off again.

"Mer, here," she opened her eyes again. He was sitting on the bed now, helping her sit and holding out a long shirt of his.

"Wanna sleep," she protested. He laughed, and suddenly his hands were on her back, gently helping her sit up. This made her eyes open more. Together, they guided the t-shirt off of her.

She turned away to pull of her bra, and he guided the shirt over her head. She slipped off her pants and fell back on the pillow. The sleeves of the shirt fell over her hands, and as she pulled her arms up to her face she smiled. "Smells like you," she murmured. She knew she should not have said it, but she was not even sure he heard. He was unfolding a blanket and draping it over her.

"Good night, Meredith."

"Good night, Derek."

He was still there, she could hear him breathing. It was comforting. He lingered a minute longer, and her heart raced. She almost thought he was going to lean down and kiss her, but after a moment she heard his footsteps heading away from her. Slowly she fell back into sleep.

A/N This story? Is SO much fun to play with.


	5. Kiss

"Hey, Shepherd want to come out with us tonight?"

"No thanks," Derek replied to the other intern who was standing next to him at the waiting for labs. "I have a houseguest."

"Well, bring them along."

Derek opened his mouth to say 'no', but then he remembered the times that Meredith had accused him of being boring. A part of him was insisting that taking a seventeen-year-old out for the night with the interns was utterly ridiculous, but he did not really know what else he was going to do with Meredith that night.

"You know what? We might. Where are you all going?

"Same as usual. Down the street. Meeting at nine."

Derek nodded and then grabbed the labs he was waiting for.

When he arrived at the apartment that night, he unlocked the door and opened it to find Meredith in the kitchen with a dishrag, dancing.

"Girls on film (she's more than a lady), girls on film," she sang, her back to him and obviously oblivious to the fact that he had come into the room.

Derek surveyed the apartment. With the exception of the notebooks spread out on the table, it had been thoroughly cleaned. She was not kidding when she said she was good at cleaning.

With Meredith still unaware that he was there, he went up behind her and grabbed her around the waist, causing her to cry out in shock. Ignoring this, he murmured the closing words to the song in her ear and laughed.

"Duran Duran, Meredith?"

She smiled guiltily and shrugged away from him, leaning against the counter.

"Well, I had put on your Ramones' album, but I got tired of them talking about every punk rocking girl they knew so…"

"You cleaned."

"Yeah, I said I would. I hope it's okay."

"It's fine. But… is that homework on the table? Meredith Grey, you said you weren't a good student."

To his surprise, she looked away. "I'm not. I was just…bored. And… I guess I'm trying more. I mean, why not?"

"True," he agreed. "But, I hope you're not completely reforming on me," he went over and sat on the couch. She followed, sitting on the one armchair with one leg pulled up to her chest. He looked at her before continuing to speak. Her hair was in a messy ponytail with strips of hair falling down into her face, framing it. She was smiling lightly, and seemed at ease in his apartment. He did not know what to make of the fact that she had cleaned. It was a sweet gesture, but he felt something more there. He had no idea why.

"Tell me, Meredith. How old are you?"

She cocked her head and scrunched up her nose. _You must now stop thinking about how cute this girl is, Derek_. "Seventeen, Der. You know that."

"Wrong answer. I'll ask you again and you can give me the right answer when I tell you that some of my friends invited me out tonight and I want you to come with me."

Her eyes lit up and she exclaimed, "Really? Like, actually go out? That's amazing!" Her enthusiasm made him laugh, but a second later the excitement had faded. "Are you sure? I mean… I'm seventeen. That's illegal, and you're not the kind of guy who immerses himself in illegal activity, last time I checked."

"Are you saying you don't want to go?"

﷽﷽﷽﷽﷽﷽﷽﷽normally go out in.al. whatever f in illegal activity, last time i er around the waist, causing her to cry out in shocShe shook her head. "No. Most definitely not. If you're sure."

"Well, let's see. You've done your homework. It's Friday night. If you're very good I won't even give you a curfew."

"Ooh, life on the wild side. Oh, man. I have nothing to wear."

"You don't have to wear anything special. Whatever you want or… I guess whatever you would normally go out in."

Before he finished talking she was shaking her head emphatically. "Oh no. No. That is lots of black and things that real people make fun of."

"Real people?"

Meredith rolled her eyes. "Your friends are not _teenagers_, Derek," she said, slowly. "They are therefore Real People. I have nothing to wear in front of Real People."

"Meredith, I don't care if you do wear black. It doesn't matter. I just want to have a good time."

"Yeah," she said, but her face told him that her thoughts were miles away. "Okay. Well I'll find something. Are we eating with them or--."

"I thought we'd order pizza. We're meeting them at a bar. There's dancing there, and darts and stuff."

"You really are walking on the wild side. Going to buy the minor a drink, Dr. Shepherd?"

He laughed, but he was finding that he could not really think straight when she was raising her eyebrow at him in that way, so he just shrugged. "I'll order the pizza. You do that girl thing where you dump every item you brought over here out, then wonder if there's time to go back to your house and in the end settle on what you're wearing."

"Derek, I am wearing my school uniform. I'm thinking that might be a giveaway about my age. Unless your friends are into that kind of thing."

Derek stared at her. She stood up and was digging through the bag she had brought. He wondered how the heck he was supposed to tell her to stop making references like that if she wanted him to keep his sanity.

When she had pulled nearly the entire contents of her bag out, she started to take of her shirt and change, but then looked back at him.

"Oh," she said. "I guess I'll go into the bathroom… I mean, you've seen but…" she turned pink and began to gather up he clothes.

Derek started to tell her that it was okay, he had sisters, but then he realized. She was definitely not like a sister. When he had had to help her undress Wednesday night, he had to work hard from focusing on the curves of her body, to look away as she undid her bra. It was definitely a problem.

Thirty minutes later when he buzzed the pizza guy up, Meredith was still in the bathroom. He could hear her muttering to herself. He called out to her, setting the pizza on the table and going to the fridge to get sodas.

"Meredith? Where are my Chinese leftovers?"

She emerged from the bathroom still pulling the pale blue sweater she had worn the morning he showed up at her house with bagels over her head and he quickly looked away.

"Oh… I…. um…. Got rid of them. I'm sorry, but I hate Chinese, and I didn't know how old they were and… are you mad?"

He shrugged. "No. Not really. They probably would have gotten old quickly anyway. Pizza." When he turned back to her he realized that the last part of his statement was useless. She had already bitten into a slice.

"Mmph, this is really good pizza. If I keep hanging out with you, we'll have pizza overdose."

Derek smiled at the thought of the last time they had pizza. "I did not think when I was forced to spend my night babysitting my boss's kid that she would end up staying at my apartment a month later," he pointed out.

"What can I say? I'm hard to get rid of."

"And very modest."

"Your arrogance is contagious."

Derek laughed. "How was your day, by the way?"

Meredith shrugged, focusing intently on her pizza. "it was…okay. I mean, school sucks. I don't really have anyone to talk to there, so it's just class and work."

"Well, you had cleaning my apartment and dancing to old music to look forward to." Derek smiled. She didn't reply, so he continued. "What about your… people? The not-friends?"

"They're not friends."

"Established."

"Shut up. I mean… they're so dumb. They think they're doing something, you know? But they're not."

Derek was not really sure he followed, but he nodded. "Sure. Well, hey, you have me."

She looked at him, searchingly, then smiled. "I guess. Until you realize that you spend your Friday nights with a high schooler."

Derek shook his head. "Meredith, sooner or later you are going to have to realize that I don't think of you as just a seventeen-year-old. Granted, there are certain ways in which you are one. But you're smarter and more fun then most seventeen-year-olds I've met. Trust me, if I didn't want to talk to you I would not have answered late night phone calls or let you take over my couch. Okay?"

Meredith laughed. "Okay," she replied, but he still saw a hint of doubt in her eyes. Poor girl. She was not used to people being there. This was why he _had_ to keep his thoughts under control. He was the big brother figure. He could handle that. He had to.

"Ready to go?" he asked, after they had eaten and stored the rest of the pizza in the newly cleaned-out fridge.

"Sure. Do I look okay?"

He thought she always looked beautiful, so he nodded.

The bar was only a few blocks from his apartment, so they set off walking. As they passed other people out for the night, Derek noticed that Meredith seemed to be growing increasingly uncomfortable. She shifted closer to him, so that her shoulder bumped into his, and kept eyeing others clothes and her own.

When they reached the dimly lit bar, she was almost hiding behind him. "There they are!" he said, trying to be confident and jovial. He started to stride across the room, but she grabbed his hand and pulled him back with surprising strength. "Mer? What is it? It's okay, they'll love you."

Without a word, Meredith pulled him all the way onto the street and they stood under a streetlight.

He looked down at her, the set line her mouth was drawn in making him want to smile, but he fought the urge.

"Derek?" she said after a moment, "Do you want me to look like an idiot?"

"What? What do you mean?"

She stared at him. "Duh. This sweater. No one is dressed like this. I should have realized. It was another one of my aunt's 'let's return to the 80s' fashion ideas. That was why it was buried in my closet. But you liked it so I thought 'oh maybe it's in again'. Like maybe it was on an episode of 90210 or something stupid like that. Because I have no idea what normal people wear. And apparently neither do you."

"I—I'm sorry? But does it matter? You look great. Come on, let's go in." he put his arm to her elbow to try and guide her in.

"No! You do not seem to be understanding. Not only would I look like the punk kid who does not know how to dress to your friends, I'd look like the punk kid who does not know how to dress and reverted back to the eighties! Not cool!"

"Why do you care what my friends think anyway? Why do you care what anyone thinks?"

She sighed in frustration. "I don't, normally. But tonight, I do, okay? So can we please go so I can change?"

Her eyes were wide and pleading, and while he did not understand he sighed and started to walk back to the apartment. They did not speak on the way, and she kept glancing at him out of the corner of her eye, as if waiting for something.

He was annoyed, but he knew that she would be waiting for a blow-up like her mother would give, so when they reached the apartment he perched on the arm of the couch and called out, "For the record? I think you look nice in whatever you wear!"

She poked her head out of the bathroom, and smiled. It was one of the smiles that lit up her face, and he was a little relieved. He had not hurt her. He could not hurt her. She was like a fragile bird, whose wing was slowly healing after multiple falls.

Ten minutes later, she emerged from the bathroom looking much more like the Meredith he knew. Her hair fell choppily around her face, framing it and bright pink as ever. Her red Converse sneakers were nearly hidden under black jeans and her black and white striped tank top hugged her curves—_stop!_

"Won't you be cold?" he asked, as they set off again.

"Probably. But my hair is just long enough to toe the punk-girl line and I think flannel might really confuse people."

He stopped walking and stared at her, then laughed. "Meredith, I'm not sure you could fit into a stereotype if you tried."

"It's a problem, really. I mean, I have the black clothes, and the Doc Martens, and the Converse, but I'm not the biggest fan of the music. No one quite knows what to make of me."

Derek wondered, for a second, but he didn't mean to ask. That was prying. That was asking too many questions, and when Meredith would say it was late and she had to go. But she was here, walking down the street next to him, and she could not run away. "Meredith? Is that why… well… you have not-friends?"

She bit her lip in that way of hers, and then nodded, pink hair covering her eyes. He wanted to hug her, to tell her that that was high school and one day she would find her people. He also knows that she will have to find this out for herself. So, instead, he put his arm around her.

"Come on," he said. "You've been nice enough, I may have to buy you a drink."

Meredith laughed, but he noticed that she was pensively quiet on the rest of the way back to the bar.

He spotted the other interns, and this time called out to them. Judging by the glasses piled up in front of them, they had been there a while before the first time Derek and Meredith entered the bar.

"Hey Shep!" the doctor who had invited, Kelson, him cried, louder than necessary. "Who's the girl?" The others turned as Derek sat on a stool and Meredith perched next to him. One woman, who had been staring at him for weeks narrowed her eyes at Meredith, and Derek reassuringly patted Meredith's hand.

This woman had big, curly black hair and wore a pink shirt puffed out at the top, with her jeans pulled up high. If this was fashion, Derek was pretty sure he preferred Meredith's black.

"What can I get you?" the bartender asked, coming by. He was a harried looking skinny guy in glasses, and Derek wondered why he was not working at a desk somewhere.

"Double scotch single malt," Derek said. "Mer?"

She looked at him nervously, but then flipped her hair and addressed the bartender with a voice that did not betray nerves. "Tequila, please."

The bartender raised an eyebrow, but was called away by another patron, and disappeared. Derek heard Meredith let out a breath. He felt guilty at the memories of the times when his sisters begged him to purchase booze for them underage. If he was trying to take the big brother role with Meredith, he was failing a little. For some reason he did not care.

"So, again I ask, who's the lady?" Kelson persisted. "And what's a girl like her doing with you?"

"This is Meredith Gr-Grant. She's a friend staying with me for the week while her… apartment is being sprayed for bugs. Mer, this drunken ass is David Kelson. Next to him are Amelia Dawson and Tyler Briggs. They are all my fellow Boston Memorial slaves."

"Nice to meet you," Meredith said, quietly.

"You look so young!" Amelia said, taking a sip of the pink drink in front of her.

Derek looked at Meredith, but she was tossing back the shot that had been put in front of her. He had to note the ease with which she swallowed it. Was that normal for a seventeen-year-old? He thought back to when he was seventeen. He and Mark had definitely had their share of alcohol sodden nights, although their drink of choice at that age was beer.

"Oh really?" Meredith responded. "You do to, for an attending."

Derek snorted, and busied himself with his scotch.

"I'm an intern," Amelia said, huffily.

"My mistake. I guess not everyone goes to medical school straight out of college, huh?"

"Excuse me?"

Derek suddenly remembered the boy who got slammed into a locker by the girl sitting next to him and decided to break in, even though there would be something amazingly satisfying about watching Meredith hold her own against a woman who has been annoying him for weeks. In fact, he thought, Meredith with her penchant for hard liquor was besting her.

"Mer, Amelia got to perform an appendectomy solo last week. Maybe she could tell you about it."

"No work-talk tonight, Shepherd," Kelson announced. "Amelia, come play darts with me."

With a glare at Derek and Meredith, Amelia left with him, crossing the bar unsteadily and following Kelson.

"I thought she hated him," Derek commented.

Meredith rolled her eyes. "Obviously she's obsessed with you, but doesn't want you to know it and sees me as a threat."

"You speak girl."

"I am one."

"Yeah but… you're you."

With a laugh, Meredith shook her head. "I am almost offended by that. I mean, do you not know I'm a girl?"

"No I—." _I definitely know that._

"So, how long have you been together?" Tyler broke in. Derek started. He had almost forgotten Tyler was there.

"We're not," Derek said hurriedly. "I mean, we're friends."

"Yeah," Meredith echoed, quietly, "Friends." She then tossed back her head to take the second shot the bartender had set before her. "Come on, Der. Dance with me." She slid off the stool and grabbed his hand. Derek swallowed the last of his second scotch before he let her drag her towards the dance floor. When they stood amongst the other moving bodies, Meredith pointed over his shoulder. He glanced and saw Amelia still staring at them.

"She's creepy," Meredith commented. "Stalker creepy. Hides in your trees and makes up love poetry to impress you creepy."

"I have a way with women. What can I say?"

Meredith rolled her eyes, but laughed, and surprised him by putting her arms around his neck. "Shut up and dance," she commanded.

"But it's not our type of music."

"No," she agreed, closing her eyes and beginning to move. "But since neither of us really listen to music from this decade my thoughts are that we're screwed in that regard."

Derek started to ask her if she was sure she was seventeen, but then remembered where they were just in time for her to start moving against him and him to forget exactly how to speak.

For some reason, he had not expected Meredith to be the girl who let herself loose when music played. He was not sure why, since he had seen her dancing around the kitchen, but that was in private. She proved, however, to be that girl. Her hair moved when she did, wisping around her. She put her hands on his shoulders, or his waist and moved, making him move with her. They fit together, in a way that almost scared him.

Eventually, they took a break, and he went with the two other guys to play darts, keeping an eye on Meredith who sat at the bar, chatting with a guy with facial piercings and violet hair.

After a while, he could count five shot glasses in front of her, and he was pretty sure that one or two might have been taken away by the bartender. No matter how experienced Meredith may have been, she was still tiny and seventeen. Derek decided it was probably time to leave.

He went over to her, and put his arms around her. He was just drunk enough to stop worrying so much about touching her. Touching her felt good. She leaned against him.

"Tequila," he said, whispering into her ear. "Is not good for school girls."

Her laughter made her shake against him.

"It causes grade to fall, teachers get jealous because they have no time to have fun and drink. Plus, nerdy boys at the bar are nowhere near as fun as surgical interns."

"Cause you would know. And 'cause you're _such_ a good influence." She was slurring a little, but overall he was pretty impressed at her ability to hold her liquor. "Can we dance one more time? Please?"

He could not resist her, so he took her hand, and they walked, Meredith stumbling a little, back to the dance floor. Derek got just as lost in the music as Meredith, which was odd for him. Didn't he tell his date at the senior prom that he never danced in public? But Meredith was pushing him in just the right ways, and was so impossible to resist that he… danced.

Four songs later, Meredith was leaning heavily against him, and he knew that they really needed to go. He was responsible for her after all. "Come on, Mer," he said quietly, pushing her off his chest so that she was no longer leaning on him. "Let's go home, okay?"

"'Kay," she responded. He put one arm around her shoulders and took the other hand, supporting her.

Back at the bar, he retrieved his coat that he had left with the guys sitting there and wrapped it around her.

"Headed out so early, Shep?"

"Yeah. See you later Kelson."

"Nice meeting you," Meredith added, "'m glad Derek isn't actually as boring as he seems. I mean, you guys make him not… because he hangs out with people. Okay, shutting up now."

The guys looked amused at her, but Amelia was still glaring.

Derek led her out onto the street, the cold hitting him in the face and sobering him up quickly. He looked down at Meredith. Her eyelids were dropping, and she leaned against him, but she had a smile on her face.

"Mer, you okay?"

"Uh huh. I'm fine. Drunk. But fine."

"Okay. Just let me know if you don't feel well, okay? We're going to walk back to the apartment now."

"Okay. Hey Der?"

"Yeah?"

"What you said earlier? About the not-friends thing? Those guys… they're your not-friends, aren't they?"

"What makes you say that?"

"Dunno… they just… they're not your…type. You know? Like I dunno… but you're Derek."

"Or I was the last time I checked. Ow! What'd you hit me for?"

"Don't mock me. I'm drunk." She had let go of his hand to hit him, and she stumbled over an uneven spot in the sidewalk.

"Yes you are. Um… I guess they are. I mean, I have friends. Mark is my friend."

"Mark is in New York. That's not here," Meredith pointed out solemnly. "Hey Derek?"

"Yes?"

"I've never really had a friend… I mean when I was younger, maybe. But kids never knew what to make of me. Like you said with the stereotypes…wow I cannot believe I didn't fuck up that word. I'm less drunk then I thought. But yeah."

"You have a friend, Mer. You have me."

"Yeah. That scares the shit out of me."

"What? Why?"

She shrugged. "New thing. And you like me. I have no idea why. I'm not interesting. People don't have time for me. 's what I'm used to. But you? You seem to."

Derek stopped walking, and Meredith jerked forward, but collected herself and turned to face him. "Meredith," he said. "I do like you. Okay? I like you very much. You can trust me, okay?"

"I don't trust people."

"Trust me. Even if you think you can't, eventually you'll figure it out."

"'S that a promise?"

"Oh yes."

Meredith giggled. They continued to the apartment and were nearly there when Meredith stopped walking. "Hold on," she murmured. "Dizzy."

He paused for her. After a moment, she nodded, and started to walk, but stumbled again, this time almost falling before he could catch her. He grabbed her, and scooped her up into his arms, amazed at how light she was.

She nestled her head into his neck, and put her arms around his neck as if it were the most natural thing. He carried her this way up the stairs to his walk-up apartment on the third floor and only set her down to unlock the door. She leaned against the wall, with her eyes shut, until he led her into the room.

When he closed the door, her eyes opened. "Thank you. I'm sorry."

"Don't be," he murmured. "Come on, bed time."

She allowed him to help her undress, unhindered by modesty this night, which made his heart pound. He shifted uneasily in his seat, wishing that his lower-half would quit being aroused when he didn't need it to.

He made her drink a large glass of water before he let her lay down on the couch, but when she lay, her eyes opened wider than they had been when they got her ready for bed.

"Hey Derek?" she said.

"Yeah?"

She did not say anything, but instead, she sat up and before he knew what she was doing, her lips were pressed up against his. Without thinking, he ran his tongue along them and they parted easily. Her hand went to the back of his head, and it felt right—

He pulled back suddenly. She stared at him, lips parted. "Go to sleep, Mer," he told her, standing.

"Derek--."

"We'll talk in the morning, okay? Go to sleep."

She sighed. "I get it. You think I don't mean it because I'm drunk. Good night, Derek."

"Good night, Meredith."

"I'm just gonna say it, because I've been thinking it every night for weeks. I love you."

He turned and stared at her, but she lay down with her back to him, and soon her snores, endearing in such a small person, drift to his ears. In his bedroom, he sat on his bed with his head in his hands, trying to figure out what the fuck he was supposed to do now.

A/N Decisions… decisions made that older Derek probably would not have made. But younger, arrogant intern Derek? He's different. Bad decisions? Maybe. But maybe not…


	6. Words

By the time Derek woke up, Meredith had already dressed in jeans and the one flannel shirt she owned, more for comfort than style. She made coffee and was gingerly sipping a mug when he stumbled out of the bathroom.

He stared at her as he sat down at the table across from her and took the mug of coffee she had fixed for him. "Shouldn't you be… puking or something?"

"I can hold my liquor."

He kept staring and she felt her cheeks turn pink.

"Fine. I did. Several times. But that was nearly two hours ago."

"Mer, I'm sorry. I should have-."

She put up a hand to silence him. "Cut the crap, Der. I have too big of a headache to deal with that. Here's the deal. I kissed you last night. I know. I was drunk. But I meant it. I meant it, and I've wanted to do it for ages. And that brings up all sorts of problems. I'm seventeen; I'm your boss's kid. I'm a girl with many types of issues, who you probably don't want to get messed up with. So I understand why you might not want to be kissing me, the least reason of which was that I was drunk and you did not want to take advantage of a drunken minor. But just know that I… I meant it."

She stared down at her coffee. It took all that she had in her to make that speech. She had planned it for hours, as soon as the vomiting stopped. After a minute or so of silence, she looked up at him.

He was watching her steadily, as if examining a complicated artwork. That look made her want to kiss him again. And more.

"Okay," he said, finally. "It's not that I didn't want to kiss you." His face twisted, as if he was not planning on admitting that. "But Meredith, I'm older than you. So if this goes bad, I don't want to be responsible for damaging you. I like our friendship. I don't want to hurt that."

"You really wanted to kiss me?"

He smiled. "Yes."

"Wow… I didn't actually expect that. I mean that you would… want me. Are you sure you did?"

"Meredith, yes."

"Okay. Well. The other things… you may not believe any of this but… you've already helped me so much, Derek. I can't see you hurting me. Even if we don't…work. I owe you a lot already, you know? And you've said I'm not like any other seventeen-year-old, so you can't make that point. I like our friendship too. I don't think it's going anywhere. I just… I want… I don't know…. More? Does that make sense?"

"Yeah," he breathed, and then ran a hand through his hair. "It does."

She nodded slowly. "Do you want--?"

"More? Yeah. I do. But--."

"No buts. Derek, I don't do things like relationships. I don't do friends. I don't do things where I might get hurt. But you've somehow found your way into my world, Derek, and I won't let you out of it without a fight."He smiled softly, his smile giving her confidence. "So think about it. I'm going to go back to sleep, because at the moment the room is spinning and I'd prefer that it didn't. So you can think. But this is what I have to say about it."

She stood, walking over to him, one hand on the table to keep herself steady. She leaned down and pressed her lips to his again. She should have told him that she scrubbed her mouth with toothpaste after she threw up, because otherwise this would be disgusting, but he must have figured it out, because he pressed back.

After a moment, she pulled apart, her hand lingering on his chest for a moment, and then went back to the couch to lie down. Despite the fact that her thoughts were whirring all over the place, her body let her fall asleep again.

/ / / /

Derek sat at the table for a few minutes after Meredith went back to sleep, smiling as her snores began to fill the room. He could still feel her soft lips against his, and was reveling in the sensation of shock and pleasure that had gone through him when she kissed him, so naturally, with her fingers resting lightly on his chest.

_This can't be right_, he told himself sternly. But it felt right. It felt natural for her to kiss him, for him to kiss her back. He looked over at her, curled up into a ball on the sofa, her hands under her cheek. She looked peaceful, and younger when she was asleep. She lost the tension that he could normally see in her body, the look like she was going to run.

He could not think about this with her in the room. Taking the coffee, he retreated into the bedroom. Not knowing what else to do, he picked up the phone.

"Sloan."

"I'm pretty sure whoever is calling you knows who you are."

"What's up, Nabakov?"

"That doesn't even make sense. The author—never mind. She kissed me."

"Skipper kissed you?"

"Skipper?"

"Barbie's younger-- you know what, just go with it."

"Yes, Meredith kissed me. And she took all of my reservations out of my head and told me exactly why they weren't a problem. Well, except her mother. Her mother is still a problem."

"Dude, Romeo, mothers can be dealt with. Congrats, Derek, looks like you're finally getting some action."

"I'm not getting action! She's seventeen!"

"Which she knows! And she doesn't seem to care. Why should you?"

"Because I'm older. I'm supposed to know better and--."

"You're not her brother. To her, you're a guy. A guy that she likes. She took the lead. And, hey, if you fuck her up, she's still young enough for her soul to turn dark in a passion of hatred and still come out of college a perfectly normal person."

"You're so reassuring."

"So where is she now, anyway? She's still at your apartment, right?"

"She's asleep. We went out last night."

"Man, Shep. All kinds of illegal activity. Sorry you're not here."

"I bet you are. She has no friends, by the way, so no chance of me hooking you up."

"All right, you want serious best friend?"

"For a minute, yes, that would be good."

"Okay. To figure this out, you need to forget her age. If you like her as much as I think you do, then it will work. You'll have to be careful, neuro boy, because of all those silly brain development issues the psych people care about, but if she's as skittish and has as many issues as you said, for her to kiss you of her own accord is pretty big. However, the issues may not be something you want to get involved with."

"Well, since I bang 'em and leave 'em far less than you, that's all right. And I do… like her. She's sweet, and pretty. And smart. There's a lot there, underneath."

"Well, there you go. I know you want to be the good guy, Derek. But in this case, being the good guy may not be what you assume it is."

"That was deep, Mark."

"Don't get used to it."

"No chance of that."

/ / / /

"Meredith? Wake up, okay?"

Meredith murmured and cracked her eyes open blearily to see Derek standing over her. "What's going on?" she asked, pushing up on the couch.

"Nothing. But it's three o'clock and I have a shift tonight, so I wanted to make sure you ate and stuff before I left."

"Mmm, sweet of you," Meredith said, taking stock. Her headache was gone and she still felt kind of blah, but otherwise okay. "What'd you have in mind? I'm okay with cold pizza but--"

"Cold pizza is for when there's not time to get real food," he pointed out. "We have time."

Meredith shrugged. "Okay." She leaned over to start pulling clothes out of her bag. She wondered what he was thinking, what he had decided, but she was not about to ask. She had used up most of that kind of courage.

She put on jeans and a top, and sat on the couch lacing up her Converse while Derek went to get a jacket.

"Ready?" he asked.

"Sure. Where're we going?"

"Just a place down the street." He stepped out into the hall, and then offered his hand to her. Meredith stared at it, and then looked up at him, nervously. He smiled, and the look in his eyes made her smile back. She took his hand.

"So…,?" she finally managed, when they stepped out onto the street.

"So," he echoed. "So…. It felt right. When you kissed me, it felt right. I'm going to tell you the truth. I have all kinds of reservations about this, none of them having to do with you as Meredith. They're all abstract. So that's why I'm throwing them away. Because you're you. So, we'll try."

"We'll try," Meredith echoed. "Okay. Cool."

They went into the restaurant, and accepted the menus offered by the hostess. Meredith kept catching Derek looking at hers over the top of his, and she smirked, "What's so interesting, Dr. Shepherd?"

"Oh, nothing. Maybe the girlfriend sitting across from me."

_Girlfriend._ The word echoed in Meredith's head. It repeated itself as they chatted over hamburgers and fries. Derek told her about his family, the four sisters all in medical school in entirely different fields all over the country. She listened attentively, but the back of her mind was like a broken record, the word girlfriend repeating over and over, so that it almost drove her crazy.

After they paid and were back on the street, Derek leaned down and kissed the top of her head. "Meredith? You want to tell me why you've been so quiet?"

She shrugged. "I… no reason."

"Meredith, there is a reason," he corrected. "And this is the part where you tell me, so I can help you. You've told me things for the past month, please don't stop now."

She smiled. "I… I've never had a boyfriend. I mean… no, nothing that really counts. I mean… I just don't know…. How to," she admitted. She waited for him to tell her that he did not have time to deal with her issues. He was sorry, but he had thought that she would be more… prepared.

Instead, he squeezed her hand. "That's okay. We'll figure it out together, okay? But, really all there is to it is what we've been doing. With a little more of this, of course," he added as he stopped and leaned down to kiss her. It was the first time he had kissed her on the lips, and her breath was taken away by it. When he broke it off he pulled back just a little, smiling at her. "So, is that okay?"

"That is definitely okay," she assured him.

They walked the rest of the way back up to his apartment in silence, and she sat on the sofa flipping through the five TV stations he got while he got ready for his shift. Once he had his things together, he still had half an hour, so he sat down by her.

She suddenly could not focus on the TV any more. Instead she watched him. He was self-assured even when he was just sitting watching TV. He had an air of confidence, she did not think she would ever possess. And he liked her. Liked her enough to date her in spite of all the issues.

"What?" he asked, turning to her, and she blushed. Rather than admit she was fascinated by him, she grinned and leaned into kiss him. His arms went around her, and she moved closer, pulling herself into his lap and straddling him. His kisses were firm, decisive and hard. She loved it. Slowly, he drifted down her neck, and she sighed. "Okay?" he asked, stopping for just a second.

"Don't stop," she admonished. He went back to kissing her, but soon she pulled his head up to place her lips on his. A shock ran through her as he put his hands on her stomach. They were large and both of them spanned her entire front. He glided them up, so that they just barely touched the edges of her breasts through her shirt.

"God, Mer. I've wanted…so long."

"Stop talking. Talking is complicated."

He must have agreed, because he stopped, moving his hands further up. She had a hard time focusing on his mouth, with his hands on her breasts, but their tongues were clashing and it all felt perfect.

And then, with a regretful sigh, he broke away. "I need to go, Mer," he told her. She pouted, but allowed him to set her back on her side of the couch and stand to get his bag. "Boring, boring intern," she teased.

He laughed. "Intern who just gave you a twenty minute goodbye kiss. I'll see you in the morning okay?"

"Yeah," she said. "Good night, Der," she added, even though it was not yet past six.

"Night, Mer." He paused in the doorway, and she started to add 'I love you', but she couldn't say it. When the door closed, she fell back against the sofa cushions, annoyed at herself. She did love him, she knew that. But saying it, sober, was incredibly difficult. Plus, weren't you supposed to wait, or something? She had no idea. She had not even had a boyfriend in elementary school, although her mother had had to pick her up one afternoon when she flashed her underwear at recess.

_Meredith Grey is not the type to have a boyfriend_, she thought with a sigh. But then, she thought of Derek's eyes on her. The natural way he rubbed his thumb along the back of her hand when they held hands. The feel of his lips against hers. Maybe she was wrong. Because if this was what it was like, Meredith Grey _definitely_ liked having a boyfriend.

A/N I am glad you all seem to be liking this fic. It is my baby, you see. I adore it to little bitty pieces in all it's messed up and slightly illegalness. And seventeen-year-old Meredith is my favorite ever. Just sayin'.


	7. Desires

Whenever Derek came home to his apartment and Meredith was not there, the place felt much too empty. He rarely got to experience that feeling, however, since it seemed that Meredith was always there. It was not that he minded. She was always willing to talk if he wanted, or let him sleep otherwise. He grew to expect the accumulation of Meredith's school things on his table, and the clothes that she left in various places around his apartment.

He let her keep the key he had given her when she stayed with her, and he did not realize exactly how frequently she used it until he got off at four one day, and saw Meredith sitting at the table leaning over a book as soon as he opened the door. She jumped when he came over and put his hands on her shoulders.

"Hey," he said. "What are you doing here so early?"

Meredith blushed. "I…um…usually come here after school. You don't mind do you?"

"No. Not at all," he replied, going to the refrigerator to pull out a soda.

"For the record, it's weird here without you. It's just… better than my house."

"Meredith, you don't need to explain. I gave you a key so that you could come in when I'm not here. I mean, I'm never here."

Meredith shrugged; then tossed her pencil on top of the book. "I've had enough of this," she sighed. "Why I need to know what happened in seventeenth century Europe, I have no idea." She stood and walked over to Derek, straddling him. He quickly put his soda on the table and put his arms around her back. She smiled mischievously at him, and then caught his lips with hers.

"Mmm, you should be doing homework," Derek admonished, running his hands over her sweatshirt.

"I should," Meredith agreed, trailing her lips down his neck. "I consider this you helping me with my homework."

"I am a very good homework-helper," Derek agreed. Meredith did not answer, just shifted on top of him, rubbing herself between his legs. In retaliation, he moved his hands up under her sweatshirt, and was surprised not to find a t-shirt under it.

He gave Meredith a questioning look, and she smiled as she ran a finger over the stubble on his cheek. "Didn't want to wear my school shirt anymore," she explained.

"Smart girl," Derek murmured, running his hands higher. "Maybe you don't need to do homework after all."

"Oh, I definitely do. But not now," Meredith said with a smile. "Now I don't want to wear this either." Before he could do anything, she had pulled off the sweatshirt. Derek found himself face-to-face with her pert breasts, contained in a lacy white bra. Hesitantly, looking up at her to check if it was okay, he put his lips to her left breast. She let out an appreciative breath and put her hands in his hair.

Derek was not aware when Meredith started messing with his belt buckle until she had undone it and was working on the button of his jeans. "Meredith," he grunted, lifting his lips off of her skin.

"Don't stop," she chided. Her fingers deftly popped open the button, and her hand brushed against his erection, making him groan. "Feels good, huh?" she asked deviously.

"Yes," admitted. "But Meredith, we can't."

She drew back, her hands still resting on the zipper of his fly, meeting his gaze. "But you're my boyfriend. Don't you want to…? Or not with me?"

Derek sighed in frustration. "Meredith, it's not that. Trust me, it's not that. Look, I made the decision….no. I let myself do what I wanted in… in dating you, but… until you're eighteen…"

Meredith's jaw dropped. "Seriously? You'll kiss me, take me out, buy me booze, but you won't have sex with me? How the hell did you come up with that line? Should I get you a pen so you can make me a list of exactly what we can and can't do?" As she gave this speech, she stood up, and grabbed her sweatshirt off the floor, pulling it back over her head.

"Meredith."

"I think I'll go home and play dolls. Or maybe blocks. That's what a kid's supposed to do right? Since I'm a kid?"

"Meredith."

"I'm mature enough for you to date; you say I don't seem seventeen to you. So what exactly do I seem?" She started slamming books closed and piling them into her backpack.

"Meredith."

"What? What, Derek?"

Derek opened his mouth, but then closed it. He did not know what, exactly, to say to calm her down. She stared at him as he floundered, and then shook her head and it stormed out of the room, the door slamming behind her.

Derek sat, staring after her. He understood why she was upset. He was upset. The problem was, he could not get it out of his head that he would be having sex with a minor. It was legal, he knew, she was over sixteen. But she was still a minor That would not bother him, in her case, except for who Meredith's mother was. No matter what happened, he knew that Meredith would never speak out against him. If Ellis Grey found out though… he had seen news shows about angry parents who had nineteen-year-olds imprisoned for dating their seventeen-year-old girls. A twenty-six-year-old would not be acceptable in anyone's mind.

Eventually, he got up and went to the bathroom to change into more comfortable clothes. When he walked in there, he saw Meredith's school uniform shirt on the floor. The image of her breasts bared before him resurfaced in his mind, and he scowled at the mirror. This was definitely a complication that he didn't like.

Late that night, he sat on the couch, his phone extension in his hand. He was trying to decide if he should call Meredith or wait until she cooled off. She would cool off, he was pretty sure of that. The cynical part of him wondered if she would come back merely to get out of her house. In reality, he knew better.

At nearly midnight, Derek had just decided to go to bed, when he heard a key scraping in the lock. He looked up to see Meredith standing in the doorway. She closed the door and leaned against it, looking at him nervously. One foot rubbed her leg. She was wearing pajama pants and a sweatshirt, but had her sneakers on.

"Hey," she said, and then bit her lip, a nervous habit he was getting used to and found endearing.

"Hey," he replied. She stood there, silently looking at him for several moments, with her arms crossed, and he realized that she had no idea what to do. "I assume you snuck out?"

She shrugged. "Mom got called in. She'll be home in a few hours but… you're not mad?"

"You're probably the one who should be mad."

"But… you're not? I mean… I yelled at you. And I left."

"Yes. But you were upset," Derek explained quietly. "I get that. And you're here."

"Yeah," she agreed. "I'm here. So we just…we can just… keep going? Like normal?"

"That's pretty much how it works. I mean, I guess we should talk about it, but overall, yes."

Meredith nodded, and slowly began crossing the room. Derek shifted on the couch to make room for her, and this seemed to give her reassurance, because she moved more quickly and sat down. He put his arm around her and she leaned in.

"So," she said quietly. "I turn eighteen in three weeks."

Derek chuckled, and rubbed his hand up and down her shoulder. "It's okay," he murmured. "Sex is not the most important thing in life."

"Tell that to teenage guys."

"Well, to teenage guys it probably is. However, I have been told that to teenage girls it's not far behind."

Meredith was silent for a moment, and he looked down to see her staring at the muted TV, her left hand fumbling with her watchband.

"You okay?"

"Hmm? Yeah. Just thinking. I wouldn't know. The whole teenage girls and sex thing. Sorry."

"Don't be sorry! So you haven't--?"

Her shoulder shrugged underneath his hand. "There wasn't anyone I _wanted _to with. I mean, maybe Sam, but he never tried, at least not until after I met you, and then—then I just wanted you."

"Well, who wouldn't?" Derek replied, then sighed. "But thank you."

They sat in silence for several moments until Meredith said slowly, "I have done some things." She sat up, and he turned to her, to see a small, almost wicked smile playing around the edges of her lips. He put a finger to the corner and traced her smile. She turned her head a little and kissed his fingertip. "Can I show you?" she asked. She reached out and began unbuttoning his shirt. "I want to show you." She ran her hands over his exposed chest and he shivered. "In fact," she said thoughtfully. "If anyone asks, you can tell them I raped you."

Derek shook his head. "That's not funny. I'd never do that."

"Well, neither would I," she shot back. Then, she reached down, and before he realized exactly what she was doing she squeezed the bulge in his pants and he moaned. "But I would like to show you what I can do. Will you let me? Or do I have to convince you?"

He was surprised to hear her talk this way. This was confident, and there was not much of that in Meredith. "Is my arrogance rubbing off on you?" he asked.

She blushed, and ducked her head a little, her shyness returning. "Maybe," she admitted. "But I know what I'm doing."

"Meredith," he said, his throat dry, as he leaned in to kiss her neck. "Don't tell me that. I don't want to think of any one else with you but me."

Meredith nodded. "Okay," she said, huskily. "I'm all yours." Then she began to unbutton his fly for the second time that day. Slowly, she inched them down, then slid off the couch, kneeling in front of him. She kissed his chest, running her hands over it. A voice in his head, one that sounded suspiciously like his father's, told him that he should not let her do this. He was probably sexually perverting her somehow. But she initiated it. She had, as much as he hated to think about it, done it before with other guys, and he knew for a fact that those guys could not have loved her as much as he did.

Then his thoughts shifted to Meredith's hands, which were toying with the waistband of his boxers. She ran her fingernails over the cotton and looked up at him, smiling. "Does that feel good?" she asked.

"Yeah."

"Do you want me to keep going?"

"Yes. If you want."

She shook her head. "This is about you, Derek. I want to please you. It'll make me happy to please you." She paused. "Please don't read anything perverted into that."

"I hate psych," he murmured.

She smiled, and ran her nails over his briefs again, causing his breath to catch. "Okay then," she murmured. Her fingers began to slide up his boxers to the waistband again, slowly, achingly slowly inching them off. When he was exposed before her, her eyes grew wide. "You're big," she commented.

"That's what they tell me."

"Hey," she said, leaning back. "This is not the time to allude to other girls." In protest, she squeezed his erection and he groaned.

"Sorry."

"That's better."

Slowly, Meredith ran her hand along his shaft, then faster. After a few minutes, she placed her lips against the inside of his thigh, licking slowly. She trailed her tongue up until it reached the hilt of his cock then slid it down.

"Mer," he moaned.

"Do you like it?

"God, yes."

"Good," she said, leaning back on her heels. "Time to take it up a notch." Her mouth went around his cock and she slid it up and down the shaft, and the sensation was almost overwhelming. Meredith may have been small, but she took him in all the way, sucking and licking in places that he did not know _could_ feel so good.

Eventually, he choked out, "Mer, I'm gonna cum." She looked up, her eyes meeting his, and continued thrusting his penis down her throat. "Mer, I'm serious." Her gaze did not break from his, and he came, his cum shooting down her throat.

She slid back, staring up at him, and he watched as she swallowed. "You taste good," she murmured. "Was that okay?"

Derek held out his hand to her and pulled her up onto the couch. "It was great. You have no idea how much I want to return the favor."

"You could," Meredith said, smiling. "I mean, I wouldn't object." Derek sighed. Before he could speak she broke in. "I know. Don't worry."

Derek nodded, and then went to the bathroom to clean up. When he went back into the living room, Meredith was on the couch, her shoes and sweatshirt on the floor and the blanket around her.

Derek sat next to her and she tossed the blanket over both of them. He put his arm around her again, toying with the strap of her tank top.

"I should go home," she murmured into his shirt.

"Did your mother get called into surgery?"

"Mmhmm," she murmured.

"She'll be there a while. Stay here."

"Okay," she agreed, nestling against him.

Derek gently ran his hands up and down her arm and soon he heard her snoring. He grinned to himself. It always amazed him that someone so little could emit those sounds. He leaned down and kissed her on the top of the head. She reached her hand up and rested it on his chest. Her legs were curled around him, and he liked her warmth against him. She clung to him like he was all he had. Knowing that that was true was somewhat overwhelming, but with Meredith it did not matter.

Even with Meredith's snores, Derek dozed off without meaning too. When he awoke a pale blue cast had taken over the room. He blinked, rubbing his eyes, and almost forgetting about Meredith's small body against him. When he remembered, he swore. "Mer," he said, shaking her gently. "Mer, wake up. We fell asleep; you need to go."

"Hmm?" Meredith murmured, her eyes blinking open. "What's going on?"

"It's four AM. You need to go home."

"Crap!" Meredith jumped up, and almost fell, since she was tangled up in the blanket. Derek grabbed her arm, steadying her.

"Careful. Here, wait just a second and I'll drive you home."

"But—you have a shift. You should sleep."

"At six. I should go anyway. I can pre-round," he called as he ran to pull on clothes. When he went back into the living room, Meredith stood leaning against the wall, her arms crossed. She looked as if she were still asleep. Derek looked at her, then put his arms around her waist, putting her over his shoulder and carrying her out into the hall.

Meredith burst into laughter, pounding on his back, but he did not put her down until they were outside of the apartment building.

"Do me a favor? Don't fall asleep and fall off."

Meredith flinched. "Thanks. I really needed that thought." She scowled.

"Morning person, aren't you?" Derek mounted, and Meredith swung up behind him her arms clinging to his waist.

They sped to her house, and Derek parked at the end of the block. Meredith squinted up the street. "Good, Mom's not home. She always parks in front." She climbed off the motorcycle and leaned up to kiss him. "Bye. I'll see you later."

"Have a good day," he said. "Oh and Mer?" she turned, walking backwards. "I love you."

The surprised smile that spread across her face would keep him going, as exhausted as he was, for the twenty-four hour shift he had ahead.

A/N so that would be the 'M' rating. They're so cute and awkward our Derek and Meredith are


	8. Sickness

Meredith was pretty sure that she now knew what death felt like. This had to be it, she decided, as she lied in her bed watching the sun come up and wishing that she could go back to sleep. She rolled over, trying to find a cool spot in her pillow, waiting for the dose of Tylenol she had taken to take effect. She was going to kill Derek. This was his flu. She decided to selectively forget that he had told her not to come by the apartment, and gone so far as to lock him out of his bedroom. It was still his fault.

She caught a glimpse of her digital clock and saw that it was seven o'clock. If she was going to try to go to school, she might as well do it. She sat up, and started to dig around her room for clothes. She didn't care what she wore. No one there was going to care anyway. As she stood, the blood rushed to her head and she fell back on her bed, resting her head on her hand. She thought of school, where no one talked to her anymore. It sucked anyway, let alone with the flu. No one would miss her, she was sure of that.

Decisively, she reached out for the phone extension and dialed the hospital's number.

"Boston General."

"Surgical floor please."

"Just a moment."

"Surgery."

"Hi, this is Meredith Grey. Can I speak to my mom?"

"You're in luck, she just passed by. Dr. Grey?"

"Yes, what is it?"

"Mom, it's me. I've got the flu. Could you—." Meredith broke off, coughing. "Could you call school?"

"Fever? Are you vomiting?"

"Vomiting no. Fever, yeah but I took—"

"You'll be fine. You've missed enough school on your own, Meredith. I'm not getting you out of it today."

"But, Mom, I'm _sick_."

"Well, you should have thought of that when you were skipping class," her mother responded, stridently. "I don't have time to argue with you, Meredith." There was a click, and then the operator's voice, _if you'd like to make a call…_

Meredith turned off the extension, and rested the hand that held it in her lap. A hot tear ran down her cheek, and she angrily wiped it away, blaming it on the fever. After a moment, she shakily dialed the phone again, listening to the rings. She did not really expect an answer.

"Hi this is Derek Shepherd. I'm not in right now, and I probably won't be in for the next twelve hours, no matter when you're calling. When I finally get off I'll call you back."

Sighing, Meredith hung up. She really had just wanted to hear his voice.

She put the phone back on the cradle and stood up, more carefully. As she made her way to the bathroom a part of her reminded herself that she could just stay home, even if her mother would not call. She could call the school herself; tell them that her mother was in surgery.

Yeah. Right. She could hear the receptionist in her head. _Tell me another one, Miss Grey_. In the end, she pulled her school shirt over the tank-top she slept in, put on her skirt, shoes and jacket and headed slowly out for the bus.

By the time she got on the bus, her fever had broken. _Wonderful. Sweaty and shaky._ She rested her head against the window, for once grateful that no one came over to talk to her. But then again, but then again, the Meredith that had people to talk to at school would not have hesitated to miss when she was sick.

She meandered blearily through her first few classes, and was surprised when her Chemistry teacher asked her if she was okay, without a hint of sarcasm. A month before, her teachers probably would have just decided she was strung out on something and not cared if she lived or died. Or that was what she had thought.

At lunch, she put down her insipid cafeteria-supplied meal at the table where her not-friends (former not-friends? Was that possible?) sat out of habit.

"Meredith, are you okay?" Caroline, who still deigned to speak to her occasionally, even when her grades had gone up, asked. Meredith shrugged and pushed her fork into a piece of chicken. The food looked highly unappetizing, and when she realized it hurt to swallow, she pushed it away.

"What's wrong, Grey? Missing your middle-aged boyfriend?"

The voice was close to her ear, and Meredith scowled, not turning as she murmured, "Shut up, Sam."

"What's wrong? Has he finally decided that he doesn't want an eleventh-grade slut in his life?"

"I said shut up." Meredith gritted her teeth.

His hand came down on her shoulder, and his breath felt hot and sticky against her ear as he said in a way that he apparently thought was sexy, "Give yourself to me, Grey. I'll show you what a real man is."

Meredith let out a harsh laugh. "You think you're a real man?" she asked. "Stop that, you're hurting me," she added as he tightened his grip on her shoulder.

"Yeah? I bet you like it rough, Meredith."

"Sam, get off her."

"I'm just messing with her. Grey likes it, don't you?"

Meredith felt her pulse quicken. She wanted him to stop touching her. She needed him to stop touching her. If Derek were here—but Derek wasn't. She didn't know what to do, except that she needed to do something, and then he was in her face, pressing his lips to hers.

She sat in shock for a minute, and then pushed him back so forcefully that he fell back against the cafeteria table. "What the hell!" he exclaimed, as she stood up.

"I told you to get off me!" she cried, as teachers began to swarm around them. Meredith turned to run off, but she felt dizzy again and caught her foot in the strap of the backpack she had left on the floor, and fell forward. A teacher caught her by the arm.

"Steady, Grey. Come on, Principal's office."

"But he—". Meredith broke off, looking at Caroline to back her up, but the girl just stared at her plate, her jet-black hair covering her face. Meredith bit her lip and tears of rage filled her eyes. She _hadn't_ done anything this time.

She remained silent until they reached the principal's secretary. The woman looked up at Meredith and sighed. "Again, Meredith?" Meredith opened her mouth to object but when she did she lost the battle to stop herself fro crying. Traitorous tears began to fall down her face and the secretary's look softened. She reached out and put her hand on Meredith's arm, the forearm not covered by her jacket.

"Sweetheart, you're burning up."

"She was fighting in the cafeteria," the teacher, who taught sophomore algebra and had never liked Meredith, insisted.

The secretary looked up at him. "Well, then, it must have been provoked. My guess is this girl feels too miserable to be her normal rebellious self today. Not," she added, looking at Meredith with a frown, "that I think you're completely incapable of it."

"Sick or not, the principal needs to be informed. Fighting is inexcusable."

Meredith wanted to protest, to explain what had happened, but instead she just bit her lip, wishing she could stop crying. She hated looking weak in front of these people who were used to the walls she built up.

The secretary sighed and glared at the math teacher, but stood up. "Mr. Jenkins, we have Meredith Grey in here. She was seen in an altercation in the cafeteria, although I believe there's more to it than the ordinary hijinks." The principal's reply was inaudible to Meredith, even though she strained to hear it, trying to shrug off the vice-like grip on her upper arm. "Yes sir, but she's burning up with fever. No she hasn't said anything, but she's crying. Yes, I meant Grey. Fine."

She came back, smoothing out her skirt as she sat down. "He's calling your mother, Meredith. You may go, Mr. Fielding." Reticently, the man left.

"No," Meredith murmured. "Not my mother."

"Meredith, you need to go home. Mr. Jenkins isn't punishing you, but you need to go home, so you can get better." She smiled. "You know, I've been hearing good things about you lately. I'm proud of the effort you're making."

Her words were not registering with Meredith. All she could think of was her mother barging into the school. The only words she would hear would be 'fight'. She would not hear 'sick' 'crying' or 'more to the story'. Meredith sank into a chair by the doors to the office, resting her hand on her damp cheek.

She drifted into a kind of stupor, and was only roused by the sound of the office door slamming. When she looked up, she blinked hurriedly, wondering if this were some fever-induced hallucination. "Derek?" she breathed in astonishment.

"Come on," he said, brusquely. "We need to go. I'm her mother's intern," he shot over his shoulder at the secretary. "I've been here before under similar circumstances."

He hurried out and Meredith ran to follow him, her head feeling light. "Derek," she pleaded when they reached his now-familiar motorcycle.

"What? What is it? You were fighting again, and your mother pulled the only intern who was not in surgery out to get you. Who was me. Who also happened to be on one of Ashland Davidson's cases. So what is it?"

"Nothing," Meredith murmured. "Forget it." She mounted after him, and rested her hot face on his coat; glad he could not see the fresh tears that filled her eyes.

At her house, he did not dismount, or lean over to kiss her. "Your mother has a forty-eight hour shift, but she said she would come home in the evening to speak to you," he explained. "I've gotta go. See you later."

Meredith nodded, lingering on the street to watch his motorcycle disappear from view. Once she went inside, she lay on the couch, trying to stay awake to make the time before her mother arrived seem longer, but her body was so exhausted that she drifted off, awaking only occasionally to fits of coughing.

/ / / /

"Get up!"

Her mother's shout jarred Meredith out of a sound sleep. She sat up, her hair sweaty and matted, and her hand stiff from lying under her cheek.

Ellis Grey stood in the doorway of the living room. The light surrounding her was dark orange, and Meredith realized that it was late evening. She had been sleeping for hours.

"Hi, Mom."

"'Hi, Mom'? Is that all you have to say for yourself?"

"No. I can—"

"I don't want to hear your explanations! I've heard them all how many times before, haven't I? You were provoked. It wasn't your fault. Am I right? Well, then why is it always you who gets in trouble? Can you tell me that?"

"I'm not—."

"Do you think it's fun for me to get calls from the school and make my interns go get you because I am elbow deep in someone's chest? Do you think the interns, who are supposed to be learning surgical skills like it? If you're ever an intern, which I doubt you will be, maybe you will understand one day.

"I don't know where I went wrong, Meredith, really I don't. I raised you to be better than this. I raised you to be smart, independent and competent. Instead, you end up in trouble at school every other day. Your grades are horrible, and your attitude, well that goes without saying. I've had to leave patients that needed immediate operations to deal with you. Each time I have to leave the hospital for you, including now, it puts other's lives at risk." Her mother paused for breath. Meredith was not looking at her. She had drawn her knees up to her chest and was staring straight at the bookcase ahead of her.

"If you don't shape up very soon, Meredith Anne Grey, I don't know what I'm going to do with you. I don't. Things like this make me wonder how you're my daughter. The daughter I raised is not like this."

"You didn't do much raising," Meredith mumbled. She hoped her mother would not hear, but of course she did.

"Oh, don't give me that bullshit, Meredith. I will not have you playing the martyr! Do you think it's easy to be a surgeon and have a child at home? I gave you this house, the clothes on your back, all that horrible music you listen to. All I ask is that you _try_. That you do well in school and are cooperative. So of course, you're the exact opposite! I refuse to listen to your justifications, particularly the ones that emphasize how bad of a mother _I _was."

"Fine," Meredith sighed. "See it your way. I don't suppose you care that when the secretary sent me home she did it because I had a 104 degree fever?"

"Right now? No, I don't care." For some reason, this hurt more than all the yelling. Meredith shrank back against the couch cushions, wishing she were invisible. After a few minutes her mother sighed exasperatedly. "I'm going back to work. If anything, I assume that this fever you claim will keep you here? If I get a call from anyone saying you're traipsing around Boston breaking laws with those idiot friends of yours…"

"Don't worry. I don't have friends," Meredith shot back. Her mother did not reply to this, and a minute later Meredith heard the door slam. "I don't have anyone," Meredith added, to herself. She did not cry this time. She merely shrugged and lied back down. This statement, she had accepted as fact.

/ / / /

It was dark when the doorbell rang, and Meredith was freezing. She wrapped a throw that her aunt had given them around herself and went to answer it, wondering who the hell was at their house at this time of night.

She stumbled through the dark to the door, the blanket wrapped around her tightly. She pulled the door open and there stood Derek. He looked disheveled, and tired. His helmet dangled from one hand. Meredith's hand lingered on the doorknob and she thought about closing the door on him, but he looked pathetic enough that she stepped aside and let him in.

"I got to scrub in on a spinal tumor surgery today," he said. They stood in the foyer, and Meredith leaned against the door for support. She stared at him, and he sighed. She watched him run a hand through his already mussed up hair. "Right. I can't do the thing, can I? The thing where we just move on? I know that. I just thought I'd try.

"I was an idiot today. I don't know what happened at school, but I should have talked to you. I should never put surgery in front of you. It's just like your mother, and you deserve better. I yelled, and I treated you like a child. And… I'm sorry."

Meredith looked away, shrugging. "No, you're right. The surgery _was_ more important. I'm stupid, Derek. I'm not worth your time. You're an intern; you should focus on surgery. Surgeons should focus on surgery."

"Meredith, look at me," Derek said sharply. Although she did not want to, she obeyed. "Meredith Grey, you are important to me. You will always be important to me. There will be other surgeries. There will not be other Meredith Greys. Okay? I let the stupid surgeon overtake me today, and I'm sorry. I can't promise it won't happen again, but I can promise that when it does I will feel very stupid, and I will come back asking you to forgive me."

"But… you had to leave the hospital for me. That's a big deal."

"Actually, it's not. Your mom came home, didn't she?" Meredith nodded. "And she yelled, and told you things about how you're not worth it, and you won't amount to anything and she risks losing patients every time she has to deal with you?"

"How'd you--?"

"Ellis Grey rants to herself about as much as you do. But Meredith, none of it is true. It took me forty-five minutes to get you. It should have been longer. One hour in a shift of twenty-four. That's waiting for labs. Your mother was reading scans and researching pre-ops. Davidson still let me scrub in two hours later. But you were hurt. And that is infinitely worse than an hour."

She thought she maybe should stay angry. Maybe she was letting him suture the wound too soon after it quit bleeding. She was tired, though. Her head ached and her legs felt weak. She just wanted him, and the comfort his words gave.

"Derek?"

"Yeah?"

"Could you… could you just hold me, please?"

He seemed surprised. It was not like her to ask; usually she just sat on him when she wanted him to touch her. She was often uncertain, because she never knew how other people like to be touched, since her mother rarely touched her, but Derek generally gave her the affection she craved without her having to ask. He was getting to where he could read her to know when she did not want to be touched as well. But she knew he would be hesitant after the argument, or whatever it was, so she asked.

"Of course," he replied, holding his arms out to her. She fell into them, leaning on him heavily. For what felt like the thousandth time that day, she started to cry. "Hey," he said. "What's up? Meredith Grey doesn't cry."

"She does," Meredith whispered. "Just usually not in front of people. But this makes the second time today I've broken that rule."

"The second time? Meredith, what happened?"

She was shivering as she cried, and Derek's hands went under the blanket. He was seemingly planning on warming her, but when his hands touched the skin of her arm he gasped. "Meredith? You're burning up."

"I know," she replied and began to cry harder, her body shaking with it.

"Meredith, what's going on? Come on, let's sit you down." Gently he guided her through the dark hallway and into the living room, sitting her on the couch. When he sat next to her, she buried her head in his shoulder. "Meredith, can you talk to me? What happened today?"

"I don't want to talk about it. Please, Derek, please just hold me. Please."

"I will, baby, but I need you to tell me what's wrong. I know you feel horrible, and it's somewhat my fault, but I need you to tell me, okay? Just try."

Gasping with sobs; she managed to force out a somewhat coherent version of her day. A couple of times Derek made her backtrack when he could not follow her. When she told him that Sam tried to kiss her, he slammed a hand down on the end table. Meredith whimpered.

"I'm sorry. I just hate that he did that to you, Mer."

"I knew you would," she said. She continued her story, but when she got to her mom getting home, she could not finish. She cried so hard that she was gasping for air.

"Meredith, breathe. In, out, in out. Deep breaths, Mer."

"My…mother…hates…me…."

"She doesn't. Your mother is a brilliant surgeon. She has wrong priorities. She does not do well with people and she treats you horribly, but she does not hate you. She doesn't like some of the things you do. She does not see how wonderful you are. But if she hated you she would not care at all."

Meredith was pretty sure that he did not really know what he was talking about, but his voice was soothing. He rubbed her back in steady circles, and eventually her sobs subsided. Tears still streamed down her face for several minutes after, but eventually, they too stopped.

"Mer, can I take you up to bed?" Derek asked quietly.

"No!" she protested. "Don't leave."

"I won't leave. Your mother still has twenty-seven hours in her shift. I'll stay here with you."

"Shouldn't we go to your place?"

"I don't want to move you. I almost want to take you to the hospital, but I won't," he added, when she whimpered. "So I'll take you upstairs and we'll lie in your bed, okay? Does that sound all right?"

She nodded against his chest, and she let him pick her up. She put her arms around his neck, and closed her eyes. A moment later, he laid her on the bed and helped her switch her school skirt for pajama pants. She rolled to her side and clutched at the pillow. She felt dizzy, and hot, and miserable. "Derek,' she moaned.

"I'm right here," he said, from across the room. "I'm taking my shoes off, then I'm going to get you some Tylenol, okay? Then we can sleep."

"Okay," she said, feeling like a five-year-old.

After what felt like an eternity to her, he reappeared next to her. He helped her sit up and drink a glass of water to swallow the pills. Then he set the glass and bottle of pills on the bedside table, and climbed onto the other side of the bed.

He held her against him, and she was grateful. She knew that she must be much too hot to have so close, but Derek did not seem to mind. His hands intertwined with hers.

"Stay with me, please?"

"I'm not going anywhere. I've got you, Meredith."

"Uh uh," Meredith said, sleepily. "I've got you."

"Good night Meredith."

"Night Derek. Love you."

**A/N** So, all the changes in Meredith's life are affecting her, and not all in a good way, poor thing. Review please!


	9. Comfort

When Derek awoke, the pale light from Meredith's window was brushing over them both. The room had a yellow shade, making it feel much more welcoming than it had the night before when he had carried his crying and sick girlfriend to bed. She was still asleep when the sun made him open his eyes, and he pushed up on one elbow to look at her. Her face was smooth and peaceful, but her hair fell in sweaty clumps around her face. She had slept restlessly for most of the night, plagued by coughing, but for now she seemed to be all right. He reached over and touched her arm. It was no longer burning, although she still felt too warm.

As quietly as possible, Derek climbed off of the bed and looked around the room, in search of her phone. He found it lying under a pile of clothes, and glancing at Meredith to make sure she was still soundly asleep he took the phone out into the hall. He called information to get the number, and then dialed.

"Boston Preparatory High School."

"Um, hi. This is Derek Shepherd. I was there yesterday, for Ellis Grey to pick up her daughter?"

"Oh yes. Is Meredith feeling better?"

"No, um that's why I'm calling I—Dr. Grey asked me to call and tell you that Meredith won't be in school today. She's in surgery, Dr. Grey is."

The secretary sighed. "Yes, that's the usual excuse, isn't it? Well, thank you Dr. Shepherd. Tell Dr. Grey to keep her daughter home until she feels better."

"Yes, of course."

Derek turned the phone off, and went back into Meredith's room. He was surprised to see her eyes half-open. "Voices?" she murmured.

He sat down on the foot of the bed, and put a hand on her hip. "I was calling the school. They think your mother is keeping you home today."

Meredith nodded, and within moments had drifted back into sleep. Derek replaced the phone in its cradle, and quietly left the room. He crept down the stairs to investigate the kitchen. It felt very strange to be wandering around Ellis Grey's house in his undershirt and boxers. It would not be an appealing thing for her to walk in, and Derek decided to take Meredith to his place if she felt well enough. The last thing he needed was for Dr. Grey to care for once and decide to make sure her daughter had gone to school.

In the kitchen, he found them better stocked than usual, and he put toast in the toaster for Meredith and began to fix eggs and bacon for himself. He had never felt as jumpy before, looking over his shoulder at every noise.

When the food was cooked, Derek looked for a tray. Not finding one, he put it on two plates and started up the stairs, deciding to come back for the two glasses of orange juice.

As he gently pushed open Meredith's door, he saw her sitting up n bed, her knees pulled to her chest, the covers kicked away. When she looked up, she seemed surprised to see him.

"Hi," he said, smiling at her and putting the plates down on her bed. "How do you feel?"

She shrugged. "Better, I guess. Better than dead, which was basically yesterday. You made breakfast?"

"I did. There's juice downstairs still that I need to get."

"When you weren't in here… I figured you left."

"Of course I didn't. I should go in soon, but I'm thinking about not."

"Not?" Meredith asked, starting to nibble on a piece of toast.

"Not," Derek agreed, with a nod.

"My truancy is rubbing off?"

Derek laughed. "I am not so malleable. I have explained Mark to you, right? One does not have Mark as a best friend and particularly value school attendance one hundred percent of the time."

"Even an over-achiever like yourself?" Meredith asked. "Maybe there is hope for me."

"Of course there is. Now don't move, I'm going to go call in sick and get our juice. Then we are getting out of your house before your mother shows up and decides to vivisect me."

Meredith smirked. "You? You have value as a surgeon. You would just be sliced in places that would not impede performance. I would be the one vivisected."

"I would prefer to avoid both options."

"Yeah, me too," Meredith agreed. Derek leaned down and kissed her forehead, and then went downstairs.

When he came back, Meredith's backpack was sitting next to the bed, and she wa sitting cross-legged. When he stepped into the room, she looked up guiltily, one of his pieces of bacon in her hand.

"Food thief," he accused, setting the orange juice on the bedside table and sprawling across the foot of the bed, nabbing one of the other bacon slices.

She did not respond, instead she reached for the juice and gulped it down.

"Whoa. Save some of that and take Tylenol," Derek insisted. She obeyed, then set her empty glass down next to his full one.

"So," she said, biting into a second piece of toast. "We're playing hooky today?"

"We are."

"You're like, reliving high school antics through me," she observed.

"I wouldn't go that far—"

"Wanna do it more?" she blurted, looking suddenly anxious.

"What?"

"Well…. High school things made me think… there's this….Dance. In May. And you won't want to go, I didn't wanna go, but we like dancing and if it's lame we can just go somewhere else and have more fun anyway but I just thought I'd…ask. Because you're my boyfriend, so I should ask."

Derek was never before so glad that he had gotten used to Meredith's rambling, because there had been a time mere weeks ago when he would have not been able to follow that. His growing fluency in Meredith-isms, however, made him need only a second to translate instead of a tape recorder and a dictionary.

"Meredith… are you asking me to the prom?"

Meredith ducked her head, and he saw her cheeks turning bright red. "It's stupid, I know. Forget I said it."

"I can't do that. I would love to go with you."

She looked up. "Really? You would?"

"Sure. But I thought Meredith Grey wouldn't be caught dead at the prom."

"Well," Meredith said, helping herself to his bacon again. "Three months ago that was true. But now… I want to do things. With you. I would not have had fun then. It would have just been stupid people in a crowded room. And it'll still be that. But it'll be different with you. And, hey, you could always spike the punch."

Derek laughed and sat up, leaning over their plates to kiss the tip of her nose. "You're cute," he said.

"Three months ago I would have slapped you for saying that."

"And now?"

"Now… it makes me happy. God, you're turning me into one of those girls. But I like it."

"Good. Now finish my breakfast so we can get out of here. I want to kiss you without feeling like your mother is about to show up and castrate me."

"That she might do. With your over-swollen head you might just not need the balls for surgery."

"You're going to pay for that," Derek insisted. He moved he plates aside and lunged at her, tickling her. As soon as she pleaded with him to stop, he did, not wanting to tire her, but the giggles that the tickling brought out made her shine and look healthier than she had looked even when he first met her.

/ / / /

She showed up at his apartment at midnight or later more and more after she got over the flu. It seemed that every time Ellis Grey came home she found something new wrong with her daughter. Usually, Derek would wake up to the sound of his bedroom door opening. He would look up and see Meredith's figure in the dark, barely discernable.

"Good night, Derek," she would say as she climbed into bed with him. He always put his arms around her and asked: "Want to talk about it?" Sometimes she would, because sometimes the minute details that her mother picked out to yell about (the position of the milk in the refrigerator) were just absurd, but usually she would shake her head and he would reply, "Good night, Meredith."

On one of those nights, she showed up at his door earlier than usual, and he was still sitting in the living room, digging with chopsticks through a Chinese food container. When he heard the key in the lock, he looked up guiltily.

"Hey," Meredith said, tossing a purse and backpack onto the floor by the kitchen table. She looked at them, then back at him, and put them on top of the table instead. He had found that 'clean' did not necessarily mean 'tidy' in Meredith's world, but she was learning to pick up her stuff at his place, at any rate.

"Hey," he replied, hastily putting down the container. She did not seem to notice the Chinese, though. She sat on the couch next to him and grabbed the bottle of beer he had left on the coffee table. He watched as she took a long drag from the bottle.

"You don't like beer," he pointed out. She made a face to confirm this as she put the bottle down, but she did not say anything. The only noise was the clink as she replaced the bottle where he had left it.

"Do you want to talk about it?" he finally asked. At least this time the talk would not push them closer and closer to the time he had to wake up for a shift. He never minded having Meredith in his bed, or Meredith confiding in him, but it was tiring hearing about the nitpicks of Ellis Grey night after night. He knew that it was worse to live with them, but Meredith did not have to face the woman every morning and respect her enough to perform surgery under her when he knew how poorly she treated her daughter.

"I… I'm getting an award at school," Meredith said, staring at the wall. "Most improved or something like that. It's bullshit, but… but it's also important. Kind of. Anyway, I want to tell my mom. I have no idea why, but I do…want her to know. Because there's, like, an assembly for parents. And the school already hates my mom, and I want them to know… she's not all horrible. She's busy and doesn't have time to deal with my problems but when I… when I do good, she…she likes it. Io I want to tell her. But I can't." She reached for the beer again, stared at it, then got up and went to the refrigerator, returning with a bottle of hard cider, which he kept for her.

"I understand why you would not want to tell her," Derek assured. "But if it's important to you, then you should or you will regret it."

"Yeah. They sent home a notice. Maybe I should just give that to her. So she won't actually have to speak to me. Maybe that will make it easier for her to care."

Derek sighed. "Mer, I wish you could meet my mother. She would tell yours a thing or two."

"That would go over well. Mom, meet the seventeen-year-old I'm almost screwing. I won't really screw her until next week, but other than that, we've got it covered."

"Touchy."

"I'm sorry. It was a crap day, except for the award thing. Now no one at school talks to me. The nerds are starting to think I'm one of them, which Dungeons and Dragons? Ew, no." She smirked. "The president of the Mathletes almost wet himself today when he tried to convince me to join."

"You really do torture guys," Derek said, with a shake of the head.

Meredith smiled, wickedly and put her half-empty cider on the table next to his beer. "I could torture you," she murmured, moving closer to him and putting her hands on his chest.

Gently, he moved his hand to her back, and shook his head regretfully. "Not tonight, Mer. I have to get to work at four."

Meredith looked at her watch. "It's ten. Still early. Come on."

"Meredith… I need more sleep. Not that I don't love talking to you or anything to do with you but… but surgery requires steadiness. And I need sleep for it."

Meredith sank back. "Yeah," she said, with a sigh. "I know. Trust me. 'Meredith, be quiet, I'm sleeping' is definitely a familiar phrase. Not that you're her," she added hurriedly. "Just… I know. Is it okay if I sleep here, though? I don't have to. I mean I can go home. But I… I sleep better with you."

"Of course it's okay. I want you to. I even bought ear plugs today, just for you."

"I do _not _snore!"

"Tell that to my neighbors. I've been asked where I keep the steam engine."

Meredith huffed and crossed her arms. Derek leaned over and kissed her cheek, then slid his lips down her neck.

"Have I told you," he whispered. "How much I cannot wait until next Friday?"

Meredith shivered, leaning against him. "You're going to have to wait longer than we planned," she murmured. "Mom announced that we're going for dinner on my birthday. We usually do, but I figured she would forget this time. Apparently she cares about eighteen. Maybe she's kicking me out."

"Well, since you almost live here anyway," Derek pointed out. "You could just move in. And we could celebrate your birthday a lot." He blew gently on the skin just above the collar of her shirt, and she moaned.

"Derek, I kind of hate you a little right now." Meredith murmured. Then she pulled back from him, putting her hand to her mouth. "Oh. I really did not mean that. I'm sorry. I don't hate you. I'd never hate you."

"Mer, relax," Derek said putting a hand on her arm. He wished that she was not always so jumpy. "I know you didn't mean it like that."

She smiled. "Oh, I know you didn't… you wouldn't… but I hate that I said it. Because you're the best thing that ever happened to me. I feel like maybe there can be good in my life. Derek, I have never felt like that before. Whenever I feel happy things fall apart. And I feel like maybe we won't, you know?"

Derek reached out and pulled her to him. "I know," he murmured. "I'll always be here for you, Meredith."

"I love you," she murmured, leaning her head against him. She felt so right in his arms, like she fit. He remembered when he had once worried that anything going wrong would scar her for life. Now he knew, it would scar him too.

"Derek?"

"Hmm?"

"All this touching is going to be a problem when we try and pass you off as my twenty-two-year-old-cousin-from-Iowa for Prom, isn't it?"

Derek laughed at the thought of the absurd cover story Meredith was trying to flesh out. "Relax. All your classmates will be too busy trying to convince me how to buy them alcohol to care."

"I'm glad they don't know the secret to that. I don't want anyone else to fall in love with you."

Derek kissed her forehead. His thoughts, though, were falling down a slope. "fall in love". That felt deeper than just "I love you". And, he knew, he had fallen in love with her too. Nothing had ever felt more right. Or more dangerous. But at that moment, with Meredith curled up around him, the danger felt very, very far away.

A/N Review please! I'm so glad you guys like this fic!


	10. Birthday

She heard the familiar hum of the engine of Derek's motorcycle at the end of the street at eleven, just as they had planned. Meredith sighed and looked up, glancing out the living-room window one last time. She had been sitting in the armchair since eight. The single lamp she had turned on cast an eerie glow over the coffee table across from her. She glanced at the floor. Her bag was sitting there where she had left it when she would find it after she had dinner with her mother. There had been, it turned out, no need for that.

For five minutes more she stared at her watch. Five minutes had been the plan back when they thought there was a possibility of being caught. Even now that there did not seem to be, Meredith stuck to the plan. At three after eleven, Meredith got up and slung her bag over her shoulder. It felt cool on the skin that was not covered by the spaghetti strap of her dress. She went into the kitchen and grabbed a pen to write a note on the pad stuck to the refrigerator. When the pen did not work she stuck it back into the drawer and grabbed another one.

_Mom._

_ Hope the surgery or whatever you got busy with went well. I'm at the party we talked about, the sleepover my friends planned. You know, for my eighteenth birthday? The one that was today?_

_ See you later._

With that written, Meredith clicked off the lights and walked down the steps of the house. When she approached the motorcycle, Derek's face was illuminated by a streetlamp. The sympathy there made her flinch.

"She didn't show?" he asked.

Meredith shrugged and slung one leg over the bike. "Who's surprised?" she asked. "My fifteenth birthday we celebrated a month later. Don't even ask about my sixteenth. Last year, she forgot. I do not have high expectations."

Derek reached back, squeezing her upper leg. "Well," he murmured. "You can have high expectations about the rest of the night."

Before Meredith could respond, he had accelerated and they were headed off towards his apartment.

On the ride, Meredith attended to the feeling of the wind hitting her face, whipping the strands of hair that were not put into a bun. Her mother liked her hair up, so just for that night she had done it. _No. Not thinking about her,_ she scolded herself. Instead she lifted her face from Derek's jacket and watched the streetlights and headlights pass. She felt the vibrations of the motorcycle close to her skin, felt Derek's body under her arms. This was the life that was really hers, the life she loved. Her mother did not matter here.

At a stoplight, Derek turned back to smile at her. She loved his smile. It captivated her (that was one of her literature teacher's favorite words). She always wished she understood how he managed to make his eyes light up whenever he smiled at her. As if she were the only thing that mattered. She had never felt like that before.

The familiar drive was soon over, and Derek parked the motorcycle in the garage of his building. Meredith climbed off first, holding the strap of her bag against her shoulder, watching as Derek dismounted and came to stand by her. Before she could say anything, his lips were pressing against hers. She let her bag slide down her arm and to the concrete as she threw her arms around his neck.

"Derek," she murmured in his ear. "I'm so glad I have you."

He smiled that smile again, and trailed his hands up to cup her breasts. She moaned into his mouth and spread her hands out against his back. His leather jacket suddenly felt too thick, and she wanted to get it off of him. Not really thinking, she pulled her hands to the front and started to maneuver it off. Derek chuckled against her, and gently moved her hands.

"Upstairs," he told her.

She sighed and reached down to get her bag, but he got there first, putting it over his shoulder and taking her hand. She let him lead her up the stairs and into the apartment. When Derek opened the door and ushered her inside, Meredith was surprised to see the table set. There were two candles on it, which Derek quickly lit. Meredith stood in the doorway, staring as he went to the refrigerator and began pulling things out. There was a bottle of wine, and a plate with—

"A cake? You got me a birthday cake?" Meredith asked, stepping forward. Derek grinned as he set the small, round chocolate cake at the center of his small kitchen table. There were strawberries around the edges and in the flickering light of the candles Meredith could just read the white-frosting which said _Happy Birthday, Meredith._

"I got you a cake," Derek replied, sticking two birthday candles into the cake and flicking a lighter to light them. "Now make a wish."

"You are so sappy," Meredith accused, but she knew her smile would give away how she really felt.

"Blow out the candle, Mer," Derek commanded softly. Meredith leaned over and blew. In her head, all that she could think to wish for was that this life would go on forever. "What'd you wish for?"

"I can't tell you or it won't come true, right?" Meredith asked, hesitantly. She could not remember the last birthday party she had been to, but she was pretty sure that those were the rules. Derek nodded, and handed her a knife to cut the cake. She did so, and when she got to a strawberry, she plucked it out and held it up, letting Derek eat it from her fingers. Then she leaned in to kiss him, tasting the strawberry juice on his lips as she ran her tongue over them.

Derek poured them both wine, and they sat down to eat their cake. "It's good," Meredith commented.

Derek raised his eyebrows. "What were you expecting? I only get the best for you, Meredith."

Meredith shook her head. "I may never know what I did to deserve you in my life."

"Well, I'd say putting up with the past eighteen years is a start," Derek said, sipping on his wine.

"Cheers to that," Meredith agreed. She finished her cake before him, and watched as he brought the last bite to his mouth. A crumb rested on his bottom lip, and Meredith stood up. She set herself on his lap, and stuck her tongue out to grab the piece. He put his hands on her back to support her, and she trailed her kisses down his neck. His hands began to clumsily undo the bun in her hair, and she reached back to help him pluck out hairpins, not removing her mouth from his skin. She then shook her hair down so it fell around her shoulders.

His hands caressed the bare skin of her shoulders and she opened the top button of his shirt, pressing her lips to the flesh at his collar. He kept his hands going up and down her arms, his touch sending shocks through her. Then, suddenly, one of his hands was on the inside of her thigh. In retaliation, she nipped with the edges of her teeth at the skin that she had gently been sucking on. Derek gasped, and Meredith sat up, smiling impishly.

"Derek?" she asked. "Can I have my birthday present now? I think I've been pretty patient."

He laughed, bringing his mouth down to suck on her shoulder. "I have a favor to repay, first," he growled. "Bedroom."

She shivered and stood so that he could get up. As he did, she took her wine glass and drained it, her hands shaking slightly.

"You okay?" Derek asked. His eyes searched hers, and she tried to meet them with confidence.

"Yeah. Nervous, but fine."

"If you don't want--."

Meredith set down the glass, shaking her head. She stepped over to Derek hooking her fingers into the space between the buttons on his shirt. "I want you, Derek. I have no doubts about that."

He nodded. "Okay." The smile went to his eyes, and Meredith saw something else there, a hungry look that made her want him all the more. His arms went around her, and he started fumbling with the zipper at the back of her dress as they staggered to his bedroom. He had just managed to slide it down when they stepped over the threshold, and the black fabric fell to the floor. Meredith leaned on Derek to step out of it, kicking off her shoes as she went.

Derek gently pushed her down onto the bed, and brought his head down to lay a kiss on her belly. He started trailing kisses down her abdomen, but Meredith reached up to push him off, sitting and working her fingers over the buttons of his shirt.

"If I don't get clothes," she explained, "Neither do you." She pulled off the shirt and yanked at his undershirt, so that she could run her hands over and along the hair on his chest. He sighed when she did this, and she smiled, reaching for his belt buckle, but he grasped her wrists. She looked up, glaring, but he shook his head.

"Patience," he murmured.

"I've been patient enough!"

By way of an answer, Derek pushed her back against the pillow again and resumed his kissing. One of his hands rested on her inner thigh and as he kissed her, Meredith became increasingly aware of that hands proximity to the throbbing place between her legs. His kisses started to linger just above there as well, for such a long period of time that she groaned in frustration and reached down to move his hand.

"What do you want me to do, Meredith?" Derek asked. "Tell me."

"You know," Meredith moaned. "Derek…"

"Tell me, Mer," he repeated.

"Unh. Touch me, Der. Touch my clit." The word aloud was unfamiliar, but as soon as she said it, he moved, one finger gingerly rubbing over it and Meredith gasped. Then he began flicking and rubbing alternatively, so that just when she would get used to a rhythm it would change, causing her to squirm in surprise. His fingers were rough, but the roughness felt good. He looked up at her, there eyes meeting as she silently pleaded with him not to stop, never to stop, and then as she was looking he removed his finger and lowered his head, beginning to suck where his fingers had left.

Meredith threw her head back and moaned at the shivers running through her. She felt her muscles start to tighten, and she clutched at the sheets, holding back to revel in the feeling of his tongue licking and flicking and the sucking of his lips. She felt her body careening towards climax and she fought it.

"Derek," she moaned. "I want you…"

"Cum for me, Mer" he murmured. "I know you want to. Come on, baby. It'll make it easier."

She gasped as he resumed sucking, feeling her body start to betray her, to obey him. She was wet, and she wanted him inside of her, for her muscles to clench around. She continued to fight, whimpering with the effort, until Derek thrust a finger between her slick folds and she lost control. She cried out his name as his massaging of her clit with his thumb and the finger pumping in and out of her made her cum.

She lay breathless for a minute, and watched in bleary ecstasy as Derek finally began to undo his belt buckle. She tried to sit up, she wanted to help, but her head was light and she fell back, watching him slide off his pants and roll a condom onto his erection.

"Are you ready, Mer?" he asked huskily, positioning himself on top of her.

She nodded, biting her lip. "I want you, Derek," she said, firmly.

"Okay," he said. "You are so beautiful, Mer. You were gorgeous when you came."

"Just for you," she replied, reaching up to run her hands over his chest. "Anything for you." She slid her hands down his body, along his thighs, rubbing and listening as his breath caught at her touch. He met her eyes, and then slowly began to thrust himself into her.

"Relax," he whispered as she whimpered. "Relax, Mer. Move with me." He thrust, in and out, in and out. His breathing grew shallow, and her mind moved away from the pain as he pulled out and let the tip of his swollen cock rub against her clit. It hurt, but Derek seemed to know that, and know how to distract her. Then, repositioning his weight, he reached his thumb down to increase the friction on her already throbbing clit and she felt another climax approaching. It was different, more intense, but at the same time further away, because her mind was only half there and half on the throbbing. Then Derek pulled out for just a second, focusing all his attention on her clit, and she was coming again.

"Oh, Derek," she moaned. "Oh, God."

"Meredith," he said, his voice more a growl. She stared into his face as it changed, his muscles relaxed and she felt him come, amazed that she did that, that he was coming or her, in her, and her mind lost sense of everything until she felt Derek's weight on top of her. He quickly rested most of it on his hands, and then rolled over, but for that moment she loved the feel of his heat above her.

When she could breath normally again, she murmured. "Derek?"

"Yeah?"

"They say your first time is supposed to be bad. If that's bad, then what's good?"

Derek laughed and rolled to face her, kissing her cheek. "Don't worry," he assured her. "I'll show you."

She smiled, kissing his nose.

After a few minutes, they got up. Meredith got into the shower and Derek changed the sheets. When she emerged clad in pajamas, she was surprised to see him setting on the bed, a wrapped rectangular box in his hands. Meredith flopped onto the bed, lying on her stomach facing him.

"What's that?" she asked, curiously.

"Your birthday present," he replied, holding it out to her.

Meredith stared at the box; but did not move to take it. Instead she looked up at Derek. "But… you gave me my present."

Derek smiled and leaned in to kiss her forehead. "I consider that a present for both of us," he explained. "A present that will keep on giving. But this is special. This is for my girl, my wonderful Meredith on her eighteenth birthday."

Meredith felt her eyes well up with tears, and she quickly blinked them back and sat up to slowly peel the turquoise wrapping paper off of the box. When she had thrown it aside and revealed the velveteen jewelry box she gasped and looked up at Derek who was watching her expectantly.

With shaky hands, she opened the box to reveal a silver star on a thin silver chain. "It's beautiful," Meredith breathed. "It's really for me?"

"It's really for you. It's small enough that you can hide it, so your mom won't see it and people at school won't wonder, but you will know it's there."

"We'll know it's there," Meredith corrected.

"Right," he agreed, reaching over to take it from her and remove it from the box. "I thought about a heart," he continued, bringing it around her neck. She put a finger to it as he fastened the clasp, "But that's too cliché for us. Plus, you're my star. You have shown me a path I never expected to take, but which has been the best I've taken in a long time."

Meredith had no idea what to say to that, so she just turned around to catch his lips with hers. "I love it," she replied. "No one has ever gotten me anything I love more."

Derek smiled. "I thought you would like it. Actually, I knew you would."

"Cocky ass," Meredith breathed.

"You love me."

"Yeah," she agreed, settling back against him and bringing his hands around to rest on her stomach. "I do."

A/N It kind of makes me sad for the 'real' Mer, how different this time would have been. Anyway, review!


	11. Storm

"She isn't going to come, is she?" Meredith asked him for about the hundredth time. They were standing outside the auditorium of her school on the night of the awards ceremony. It was due to start in five minutes and as of yet there had been no sign of Dr. Grey. At first, Meredith had acted blasé about it, but as time passed she had grown more and more restless until she eventually dragged him outside to keep and eye out.

"I mean, I even reminded her this morning. She said she would do what she could, which is generally Ellis Grey talk for 'I'll be there".

"Maybe she got caught in traffic," Derek offered, as he watched Meredith pace the sidewalk. He was standing on the steps so that if Ellis showed up he could duck away quickly.

'Yeah, maybe," she considered. "And remember, if—when she comes—"

"And if she even recognizes me out of scrubs, I have a cousin that goes here," he finished. "It'll be okay, Mer. Stop stressing."

"I'm not," she snapped. Then she took a breath and calmed a little, sinking down onto a step, her fingers nervously turning the star on her necklace over and over its chan. "I'm not," she repeated, more quietly. "I just want… want her to see."

Derek glanced around and then walked down the three steps to sit next to her. He put a hand gently on her shoulder and she leaned into him. "I know you do. But you know what? This award is not for her. It's for you. You made the changes this year, Mer. You're the one who did it, not Ellis Grey and not me. It was all you."

Meredith shrugged. "I could not have done it without you, Derek," she insisted.

"You always could do it," he contradicted.

She shrugged again, and they both jumped when they heard a door squeak behind them. "Meredith? We're about to start." Meredith shot up, and walked up to the teacher that had called her.

"Right." she said. "Um… the doors will be open, right? My mom is running late and I want her to be able to get in."

Derek watched as the motherly looking teacher's visage changed. She pursed her lips and furrowed her brows, but nodded. "Of course, dear," she said. "Now go on inside."

Meredith ran off, and Derek ascended the stairs. The teacher stopped him, putting an hand on his arm. "You're a friend of Meredith's?" she asked.

He shifted uneasily, but nodded. "Of the family," he lied.

"Ellis Grey is not going to come, is she?"

Derek sighed and ran a hand over the back of his neck. "I honestly don't know. I hope she will, but… it's not in her track-record."

The teacher sighed. "Such a shame. With the girl looking so eager too. You'll be here, I suppose, if she does not show?"

"Yeah, I will."

The teacher nodded. "Good. Well, I need to go."

Derek nodded, and went to a seat near the center of the auditorium. Meredith and all of the other students being honored were seated in the first two rows of the place. The others stared ahead as teachers gave speeches, but Meredith was fidgeting, looking back every time a door creaked.

As the awards were being given out, she calmed, and stopped looking around, but when the teacher who had spoken to them came up and announced that she was giving the science awards, Derek began to feel as anxious as Meredith had acted. He looked around the room, hoping to see his boss, but there was no sign of the elder Grey.

"This student has been one of mine for two years now. Every year, I saw promise in Meredith Grey, but no matter what I did I could not get her to perform in class as I knew she could. Her test scores were extremely high, but for a reason known only to her, Meredith preferred not to share her skills in the classroom. Over the past few months, however, Meredith has shown remarkable improvement, not just in my subject, but in all of her others as well. If she keeps it up, I believe Meredith will go far, as I have always known she had the potential to do. Meredith, come up here please."

Derek watched with pride as Meredith stood and carefully made her way passed the other students in her row and climbed the steps to the stage, her Doc Martens clomping as she did so. She smiled at the teacher who handed her the certificate and the smile made Derek grin.

His heart sank, though, when he watched her glance out just for a moment at the audience. As she walked towards the other end of the stage, he watched her eyes carefully scan every uncomfortable maroon seat, scrutinizing every face. When her eyes met his, he tried to express his happiness for her, but he knew what else would be conveyed in his eyes. He also knew that she saw this, and he watched as her face fell.

She hurried the rest of the way off of the stage, and instead of going back to her seat; she began to sprint towards the door. Derek stood and lunged towards the aisle to catch her, but she pushed passed him. He grabbed their coats, which had been on the seat next to him and followed, calling her name as he went.

He found her pulling on the door of the rental car they had driven there. His bike was in the shop. He could still hear her railing him about 'remembering how to drive a car' as she had on their drive over from the apartment.

Now, though, the laughter was gone as she frantically pulled at the door. Her breathing was heavy and ragged and he came up behind her, putting his arms around her. She fought him hard, like a captive animal.

"Mer, it's me, calm down."

"Take me to the hospital!" she insisted. Then she relaxed a little. "Please, Derek," she whimpered.

He nodded, kissing the top of her head and then going around to the driver's side of the car. He unlocked her door and she collapsed onto the seat, pulling herself up against the door. It started to rain as they drove, and the car was silent except for occasional sniffles that Meredith tried to conceal.

"For what it's worth," Derek said quietly. "I'm proud of you."

Meredith did not respond.

When they got to the hospital, she dove out of the car before he had put it in park and was racing for the door. He decided against an umbrella and tore after her. He saw her show round a corner and he followed, pounding up the stairs after her, yelling for her to slow down, to no avail.

He burst through the door to the surgical floor moments after her, and caught sight first of Amelia, who was staring over his shoulder. He whirled around to see Meredith frantically examining the surgical board.

"Meredith, what--?" Amelia said. Meredith did not hear her, ad Amelia started to double-take, then caught sight of Derek. "Is everything--?"

"My mother's not in surgery," Meredith exclaimed, turning back to Derek.

"Your mother?" Amelia said, her face growing more and more puzzled.

Derek was racking his brain, trying to figure out how to explain this when Meredith turned to Amelia. She was apparently in such a state that she did not realize who was standing there, only seeing the white coat.

"Ellis Grey," she demanded. "Where is she?"

"Ellis _Grey?_ You're Ellis Grey's daughter?" Amelia was looking back and forth between Meredith and Derek, realization suddenly dawning over her face.

"Meredith? What are you doing here? I have _told_ you that you are not to bother me at the hospital!"

Meredith ran past Amelia, to her mother who was standing calmly at the nurses' station with a chart in hand. Derek ignored the questions Amelia was hissing at him and tried to watch the interaction between Meredith and her mother without letting Ellis see him.

"Where were you?" Meredith asked, quietly. It bothered Derek that her anger and intensity were gone. She looked like a puppy waiting to be hit by a newspaper. Glancing at Dr. Grey he knew from her pursed lips that she was ready to deliver.

"And where exactly was I supposed to be?"

If possible, Meredith deflated more. "At… at school. Tonight was the award ceremony."

"Oh, that. And you expected me to be there? To see my daughter receive an award that dubbed her 'most improved? That is a slap in the face to me, Meredith. Your grades, your attitude, they should not have been so low as to require them to be raised enough to earn you_ 'most improved'_. You are supposed to be better than that, Meredith. And besides, those events are merely formalities. You should not need the recognition of others to affirm your aptitude. That is a sign of weakness. Now leave, please. I have work to do."

She swept passed Meredith and left her there. Meredith was staring at the floor, her shoulders sagging. Derek felt rage rushing through his veins. He wanted to chase after the ice-cold woman and shout at her. Make her look, truly look, at her daughter's face. But Ellis Grey was his boss, and Meredith was whom he really cared about. He moved passed Amelia, who was looking even more shocked by the exchange that she had just witnessed.

Derek positioned himself in Meredith's line of vision, using a finger to tip her chin up. "Meredith, look at me. What she just said? Is not true. You deserved that award, and it does mean something. She is not worth listening to."

Meredith jerked away from him. "Take me home," she muttered, turning away and heading towards the elevator.

He followed her out, trying to figure out what to do to help her this time. They waked back through the rain and got into the car.

He was not expecting Meredith to speak first, but as they were pulling out of the parking lot her small voice broke the silence. "This is not me," she murmured.

"What?" he asked, cautiously, his eyes focused on the road as the rain poured down on the windshield.

"This," she said with exasperation. "Caring about things like this. Grades and awards, and what people think. This is not me. I don't care. It works better that way. I should never have started caring."

"Meredith, come on. You can't let her get to you like that-."

"No! You don't get it! She's _right_, Derek. All of this stuff I have been doing? It's been because of you. It's what I thought you wanted and I even started thinking that I wanted it too. But it is _not_ me."

"That's bullshit!" Derek exclaimed, slamming his hand on the steering wheel. "She is wrong, Meredith. You are smart; you are brilliant. What you were doing before was not you. You weren't happy—"

"Happy?" Meredith laughed bitterly, a laugh he had not heard from her in a long time. "This is supposed to be happy? If this is what you call happy—"

"I didn't mean at this minute, and you know it. Quit skewing what I'm saying and let me talk! It was because of your mother that you would not let yourself shine, Meredith. And you're starting to. Everyone but you and her saw how amazing you could be. And I'm sorry, Meredith, but it's crazy for you to let her ruin your potential."

"I. Don't. Have. Potential!" Meredith spat. "Don't you get it? I'm the black sheep, the bad seed. I don't care about school, I do what I want and that's just how it is."

"Do what you want? You mean going and getting drunk with stupid boys who don't listen when you say 'no'? That's very mature there, Meredith."

"Mature? I don't have to be mature, Derek. I'm eighteen. I'm not twenty-six. I don't have to be boring, and straight-laced and bookish like you think I should be."

"I don't think you should be _anything th_at you're not!" Derek exclaimed, turning to her as he parked by her house. Instead of answering, Meredith threw the car door open and ran out into the rain. With a frustrated cry, Derek hurried after her, catching up and grabbing her arm to spin her around.

"Let go of me!" she insisted, pulling and squirming. "Just leave me alone!"

"I can't do that, Meredith. I can't let you go. I love you."

"You do _not!_ You don't know me! You know some girl that does not exist, Derek. I tried, but I can't be her! I really hope you find her someday. You deserve to be with someone who can make you happy, who can be the girl you need. "

"I need you," he insisted. "Please, Mer."

"No. I'm too fucked up to be normal, Derek. I'm sorry I thought I wasn't." His shock made his grip loosen and she pulled away, running into her house. He stood, staring after her in the rain for a long time. He wanted to go after her, but he knew it would not make a difference; she was too brainwashed by her mother to listen to hm.

Loudly, he cursed Ellis Grey and hoped that one day Meredith would realize how amazing she really was.

He knew that when she did, he would be waiting, no matter what she thought.

A/N Meredith's still Meredith…

Okay, so updates may be a little wonky now, as I'm in London and the time difference from where I was is six hours.


	12. Slipping

Meredith stopped. She was amazed at how easy it was to stop. She piled her schoolbooks into her closet, and reclaimed her seat at the lunch table she had vacated after Sam's attempt to kiss her. The only thing she did not do was to remove the star necklace from her neck. She tried once, the night she left Derek staring after her on the street, but her hands would not move to undo it. Instead she forced it under her clothing, but she had to actively ignore the feeling of it against her skin.

No one questioned her. The teachers did not seem to notice the change, since the review from exams lessened homework. Once or twice, her chemistry teacher looked distressed when Meredith's hand did not go up at a question, but Meredith did not respond to her agitated inquiries. Instead she sat in the back of the class, making dark spirals on the backs of her notebooks and did her best not to think.

Not thinking was easier than she had thought it would be. Every time Derek's face crossed her mind, every time her mother gave her a snide look as they passed each other in the kitchen, Meredith mentally added another brick to the wall in her mind. A week after the disastrous award ceremony at the lunch table Meredith was attempting to tune the rest of the world out, she heard her name.

"Grey won't be there, I'm sure. She is far too busy with other things."

Sam was smirking at her across the table. Meredith glared at him. "I'll be there," she insisted. "Where will I be?"

"Usual place. Tonight at eleven."

"Fine," Meredith said. She did not really care, she was just tired of them ragging on her for not dong anything. Besides, it had been weeks since she went out; not since Derek's last Friday… No. No Derek.

That night, she heard her mother come in and slam through the house around eight. She knew by the sounds that her mother had lost a patient and would be even more cantankerous than ever. She sat against her door, listening for the familiar sounds of her mother in the bathroom, then her door closing and then Meredith waited an additional half hour, until she thought that she would finally be asleep.

With shoes in hand, Meredith crept down the stairs and through the front door. She closed it quietly behind her, and sat down on the steps of the house to put her shoes on. As she ran down the sidewalk, she stopped, looking at the road ahead and realized; she was going the wrong way to get to the docks. The only place she was used to going to this late at night was Derek's apartment.

With a heavy sigh she turned around and started heading to the meeting place. _I'm fine,_ she told herself. _I'm fine, I'm fine, I'm fine. I don't deserve him. He doesn't even know me. But I saved us both. I'm fine. I'm fine._

This was her mantra, repeating over and over in her head until she heard the familiar noises of her not-friends goofing around. She picked up her pace and the light of the fire that they always built in a trashcan became visible.

"Grey!", several of them exclaimed. She stretched her lips into a smile, but she knew it did not look like a real one.

"Finally decided that we're more fun than old people?" Sam murmured into her ear as he pressed a bottle into her hand. She shrugged as she took a long drag from the bottle. _Tequila's no good for you._

_On the contrary. Tequila is very good_. She let the liquid burn her throat. Soon the edges of her vision was blurry and she was leaning against the wall of a nearby abandoned building, watching the others dance to music she did not really like, and focusing on the dancing light of the fire.

"Okay, Grey?" Sam's voice said, and she turned her head slowly to see him leaning up next to her. He took the bottle from her hand and held it up, seeing one-fourth of it gone. "Nice work, kid."

"'m okay," she said. "Just… forgetting."

"Forgetting is good," he observed. Meredith murmured in agreement. It was a moment before she noticed that Sam's lips were on the skin of her neck. She knew she should shove him off, but she could not work up the strength to bother. She let him kiss her, let him run his hands over her body, sipping out of the bottle whenever he moved, trying to force from her mind the wish that it was Derek whose hands were now exploring under her shirt.

"Let me have you, Grey," Sam's voice was hoarse, and she could feel his erection as he leaned up against her.

_Why not? _she thought. _What's it matter?_ She put her arms around his neck and pressed up against him. Hastily they moved to the other side of the building, out of view of the others.

Sam pushed Meredith's back up against the brick. She undid her zipper as he clumsily put on a condom. As he thrust up against her, entering and coming out of her, her mind was very far away. She tried to make the noises that she knew he was expecting, to make him think that she was feeling something. All she felt, however, as he whispered her name, and as his cock became flaccid within her, was numb.

After, Sam disappeared to rejoin the others and Meredith slid down against the brick wall. She sat the bottle down next to her and let her head fall down to her knees. She felt heat behind her eyes, and she pressed her palms against them, willing the tears to go away. Her throat felt as if there was a golf ball shoved down it, and she knew if she let those tears go she would never stop.

So, instead of crying, she took another long gulp from the bottle. Eventually, she felt herself weakening. Her body felt heavy, so she sat unmoving, staring at the opposite building and letting herself nod off.

When she was next aware, she was being shaken. She tried to push whoever it was off, but they persisted. "Grey, wake up."

"Stop," she moaned, blearily opening her eyes. Caroline was crouched down next to her, and there was a hint of sun rising behind her. "Meredith, you okay?"

'Fine," Meredith murmured.

"You sure? You passed out a while ago. I was keeping an eye on you, but we need to vacate before it gets too late. Do you need help getting home?"

Meredith let the other girl help her stand up and rested her hand against the building to keep her balance. "'m fine," Meredith replied.

"Okay," Caroline said, uncertainly. "Well… I'll see you."

She disappeared, off to join the other group leaving and Meredith followed more slowly.

Her head was spinning, and she was pretty sure that she was not sober. She squinted as the sun continued to rise. The traffic had already picked up, and she nearly walked absent-mindedly into a car. _Who would care?_ She thought bitterly, as she turned onto her street. _If I were hit by a car? Mom could live at the hospital like she wants. And Derek…_ she could not think of Derek, it made the golf balls come back.

When she got to her house, she noticed that her mother's car was still there, but having no idea what time it was, she figured the woman would be asleep.

As she closed the door, however, her mother's call of "Meredith?" made her jump.

"I went for a walk!" she called back, her voice hoarse from lack of sleep.

"Mmm," her mother said, obviously not believing her. "Well, if you hurry I can drive you to school on the way to work."

Meredith stopped in her tracks on the stairs. All she wanted was her bed. She wanted to sleep off the headache that was slowly pressing in on her temples, to close her blinds and block out the world. However, if she told her mother any of this, she would get a lecture on missing school, of her own inferiority and more. She did _not_ want to deal with that.

"Okay!" she called back. She went into the bathroom and threw off her clothes, getting in the shower and letting the water wash over her. She tried without success to figure out a way to get out of going to school without getting a lecture, but she could not do it.

After showering and swallowing a handful of pain pills she felt somewhat human. It still was not enough to make her feel inclined to go to school, but her mother was standing at the foot of the stairs when she appeared, looking impatient.

"Come along," she snapped, and Meredith rolled her eyes at her mother's back and then flinched. That hurt.

In the car, she rested her head against the window. The clock in the car read 7:30AM. "I'm gong to be very early," she pointed out.

"Then you'll be early," her mother replied. "I have something to talk to you about."

_Oh, here we go_. Meredith sighed deeply, and watched her mother out of the corner of her eye. "Okay," she said. "Talk."

"I had an interesting conversation with an intern the other day," her mother said, pulling into the road.

Meredith's heart began to hammer. Derek wouldn't…

"This young woman seems to think she has seen you out several times with the intern I sent to pick you up from school when you got kicked out. I told her to stop being ridiculous, but I wanted to see what you had to say for yourself."

"You don't have to worry," Meredith said. "He's… he's a good guy and we talked a few times. But he's out of the picture now. I mean… we're not friends or anything."

"Well. Fine. I don't want you 'making acquaintances' with my interns, Meredith. It's inappropriate. And if I had any reason to believe that anything was going on, I would have to insist that he find another position."

"No!" Meredith exclaimed, thinking of how much Derek adored working under his idol. "That… won't be necessary. I promise."

"Good."

They road in silence the rest of the way to the school, and Meredith slammed the door as she got out. She thought about waiting for her mother to drive off as soon as she was out of sight, but she heard her name being called.

She turned to see her Chemistry teacher running towards her. "Meredith!" she called again.

"Yeah?" Meredith said, shoving her hands into the pockets of her jacket. It was really too hot for the jacket, but she did not care.

"Meredith, I'm concerned about you," the teacher said. "Your work on the last pretest was not what I have come to expect from you. Is everything… have things changed at home?"

"No," Meredith said, not meeting the woman's eyes. "Nothing's changed. I'm fine."

The teacher moved so that her concerned eyes under oval-shaped glasses met Meredith's. "All right. But if there is anything wrong, feel free to talk to me. I am very proud of your progress these past few months, you know. I know you are generally recalcitrant, and I am glad your attitude seems to have changed for your benefit."

Meredith nodded, and then slunk away from the teacher.

In her homeroom, Caroline raised her eyebrows at her from across the room. At the bell she came over. "My mother made me," Meredith said in response to her confused look. "I would rather be sleeping, trust me. 'Scuse me," she shoved past and went to her next class.

At lunch, Sam grinned knowingly at her and kept making insinuations for 'tonight at the docks'. When she headed to her locker after the meal, he followed her, leaning up against the locker next to her.

"You know, Grey, you and I could do more than what we did last night." Meredith raised her eyebrows at him. "I mean… if you wanted to… go out or something. I didn't just screw you to do it, you know. I've always thought you were a great girl."

_You're my star_.

"No." Meredith said quickly. Sam's face fell. "Look, Sam, I'm sorry. You're cool and all, but I'm not the kind of girl who has a boyfriend? Okay? It was just sex."

"Whatever," he said, walking away. Meredith sighed and rested her pounding head against the locker.

Her next class was a chemistry lab, and Meredith found that for the first time in a a while she could not just sit back and let the class pass her by. Her lab partner was a girl with bleached blonde hair and an insistence on behaving like a valley girl.

"So… we, like, have to tee-trate it right?" she said, staring at the beaker held under the glass vial of chemicals.

"Titrate," Meredith corrected, and watched as the girl adjusted the spout so that liquid poured from one container to another. Then a friend of hers called to her across the room, and she left the pouring liquid. "You can't just—" Meredith called, but the girl ignored her. With a sigh, Meredith began swirling the beaker, then eased the flow of liquid, waiting until the bottom beaker turned just the right shade of pink and quickly stopping the faucet.

"Good job, Meredith." Meredith jumped and saw her teacher standing behind her and smiling. "I want everyone to look at Meredith's beaker to see the shade that you should be getting."

Meredith blushed, and continued the lab, pointedly annoying her partner who had showed up to share in credit when the titration came out right.

When she got home that afternoon, she slammed up to her room and flopped down on the bed, fully expecting to fall immediately asleep. Instead, she heard the teacher's praise echoing in her head. She then thought of the literature review sitting in her backpack and thought of the afternoons of the past week when all she had done was sit around doing nothing. She could not remember what she had done after school when she had not done her homework.

With a scowl, she reached over her bed and pulled papers out of her bag. It was not like she had anything better to do, after all.

A/N Review please!


	13. Torn

Derek pulled the gloves off of his hands and tossed them into the trash of the scrub room. He smiled to himself as he scrubbed out, reliving the surgery in which he had successfully cut the incision, removed the aneurism and closed up, on his own, all under the direction of Ashland Davidson. It was a good day. He would have to tell Meredith about this as soon as he could.

Meredith. The smile slid off of his face and her smile appeared in his mind's eye in place of the scalpel moving smoothly over bare skin. He had not seen her in two and a half weeks. Several times he had dialed half of her number and hung up in dismay. He was ignoring Mark's calls. He did not need his friend's well-placed advice. As good as Mark's opinion could be, Derek was convinced that whatever he said would have no effect on Meredith.

"You're gong to scrub all the skin off of your hands." Derek jumped and saw Davidson standing over his shoulder. Hastily, Derek removed his hands and moved to the paper towel dispenser. "Good job, Shepherd. You show promise."

"Thank you, sir," Derek said quietly. He was surprised to realize that this approbation did not bring the elation he expected. He was proud, yes, but the feeling was dampened by the other feelings that were running through his head.

He left the OR and went to speak to the patient's family. He was glad that he could give the patient's pregnant wife the news that her husband would live. The smile on her face relieved a little of the gloom that had come over him.

"When can I see him?"

"He is in recovery so—" Derek broke off, looking over the woman's shoulder. From the waiting room he could see out to the elevator on the other side of the nurses' station. It had just opened and amongst the crowd that had filed out there was a fleeting glance of fading pink.

"Dr. Shepherd?"

"Oh. Yes. He will be moved to an ICU room within the hour. It may take him a while to wake up due to the nature of the surgery, but a nurse will get you when he can have visitors. If you'll excuse me."

He walked past her, moving quickly towards the elevator.

Meredith was standing in front of the now closed doors, staring straight ahead. Her arms were crossed, as if trying to fold into herself and hid, to make up for the fact that her short-sleeved t-shirt left her arms bare. She had on her school clothes, but they were wrinkled, as if they had seen much more than just school.

She looked up and when she saw him, she started forward and he was surprised at the loose grin that crossed over her face. He found that he was smiling back, but it quickly fell into a look of concern and he lunged forward to catch her as she stumbled forward.

He caught her, and her face fell against his chest. "Derek," he heard her murmur. "I missed you."

"I missed you too," he admitted, helping her stand up. He could smell tequila on her, and her eyes were unfocused. "What are you doing here?"

She stared at him, biting her lip. He saw tears well in her eyes and she slowly shook her head. "I don't know," she said. "I just…am. I—oh shit—" She was looking over Derek's shoulder and he turned as well to see Ellis Grey staring at them. Her mouth was slightly open as she looked between them. Meredith gave her a weak smile. "Um… hi, Mom?" she offered. She swayed slightly and Derek reached out, putting his hands on her shoulders.

She and Derek both watched as the look of comprehension crossed over Ellis's face and her mouth firmed into a tight line. "Get her out of here," she snapped at Derek. "I'll deal with you later." She spun on her heels and walked away. Derek turned back in Meredith just as she squirmed away from his grasp and leaned over to be sick in the wastebasket next to the nurses' station.

Derek reached over to tenderly pull her hair back away from her face. She stood and turned to him, seeming more in grasp of the situation. "This is fucked up isn't it?" she observed.

Derek sighed. "Well… it's not the best of situations. Come on, let's get out of here."

He led her to the elevator. On the way down, she shifted away from him, her arms crossed over her chest again, and he felt her shutting down.

"Meredith?" he said gently. "Mer, I'm not mad. You were the one who did the yelling and the leaving, remember?"

She nodded once, and relaxed a little. Tentatively, Derek reached out to put an arm around her. They stepped out into the lobby, and Meredith leaned her head against his shoulder. In addition to the sharp smell of alcohol, he could make out the familiar scent of her hair. He had to admit to himself that he was glad to have her back in his arms, whatever state she was in.

"Where're we goin'?" Meredith murmured, as they stepped out into the twilit evening.

"To get coffee. I'm not trusting your ability to handle the bike right now," Derek explained.

"Prob'ly a good judgment," Meredith agreed. "I'm not as drunk now, though. I'm sober enough to know that I am in for a very bad time as soon as my mother gets off."

"Yeah, well, with your mother, one does not have to be sober to figure that out," Derek retorted. They headed down the street to a café and Derek sat Meredith at a table and went to get them coffee.

When he returned to the table with the two steaming mugs she was sitting with her forehead in her hands. Under her breath she was murmuring, "stupid, stupid, stupid."

"I don't know who you're talking about," Derek said. "But you're not stupid." She looked up, and this time he could not read her eyes. She did not hold his gaze long enough for him to try; she immediately looked down at the coffee.

"So," he said, sipping the black coffee gingerly. "What, exactly, propelled you to show up at the hospital, drunk, before seven? Not that I'm not glad to see you, but Mer…" he trailed off, Meredith was looking down, and he saw that a tear was making a slow trail down her cheek.

"Tonight… it's…" she bit her lip, and suddenly Derek realized.

"Prom," he finished.

"Uh huh. So, you know, I was at this anti-prom thing with a bunch of people, but I didn't want to be there. They're all so stupid. And I just kept thinking that I should be there, at the prom, in the dumb dress with all the shallow people. With you. And for the first time I could not stop myself from thinking about… us. And the next thing I knew I was at the hospital." She paused, raising the mug to her lips and flinching at the heat. "I'm sure you think I'm just back to the drunken teenage idiot thing I was doing before I met you…"

"But you're not?" he prodded, gently, hopefully.

She shook her head. "Uh uh. Today was the first time I went out in ages…well a week. Whatever. But it's just because…Prom. And finals next week. Unwinding. But I've been doing okay. In school. I guess…"

She trailed off, and Derek watched as she blinked slowly, resting her head on one hand. He reached out and took her hand in his. She looked up, nervously.

"And the school stuff? Not about me? Or your mother?"

"I guess… no. I mean… I like doing well…it's weird… hey Derek?"

"Yeah?"

"Can we…can we go to your apartment and sleep? Just us? Because once my mom…" she trailed off. He did not want to think about what would happen once they were confronted by Ellis Grey.

"Yeah. Come on, we'll get a cab." He took her hand in his and pulled her up. When she stood, he leaned down and kissed her hard on the mouth.

"Don't," she murmured. "My mouth's nasty right now."

"Don't care," he replied. "It's you."

She smiled, and put her arms around his neck. She nuzzled into him, kissing his neck. As she held onto him, he felt her sagging, knowing she was exhausted. "Come on. Cab. Then sleep."

She murmured something incomprehensible. He hailed a cab and loaded her into it, the driver giving them odd looks. By the time they had ridden the short way to his apartment, she was asleep with her head in his lap. Derek picked her up after he had paid the guy, who was still eyeing them. "She's my sister, okay?" Derek shot at him, then pushed the door shut with his foot.

Meredith did not stir as he laid her on his bed and then quietly climbed in beside her. She shifted when he put his arms around her, linking her fingers with his even in her sleep. For some reason, this gesture made tears come to his eyes. He had no idea when they would next be able to do this.

/ / / /

He let her sleep through the night, and when she awoke he had made coffee and was at the table waiting for her. When she entered the kitchen, looking nervous, his heart jolted. She was beautiful even when disheveled and wearing clothes from the day before.

"Hey," she said, sitting down. "So that whole thing I did yesterday wasn't a dream?"

"'Fraid not," Derek sighed. Meredith's eyes widened. "Oh, Mer. Not the us part. The your mother part."

"Yeah… I think I was trying to block that out. So… we have to go home, right? My house?"

"Yeah. Look, I'll tell her it was all my fault. I'll leave and—"

"No! No! I am not letting you take the blame for this. It was both of us. You and me. I love you, Derek. So much. So you are not taking the blame. Besides, she hates me anyway. She shouldn't have to hate you too."

"Mer, I think she's going to hate me no matter what. And she doesn't hate you. Not really."

"You keep saying that."

"It's true." Derek came over and crouched in front of Meredith's chair. "No one could hate you, Meredith. My Meredith. My star."

She smiled a little, although her eyes were welling up with tears. "I love you," she said.

"I love you too. And no matter what your mother says… I always will."

Meredith did not respond, she just let him pull her to her feet. Then she threw her arms around him, and wouldn't let go for several minutes.

She was silent as they walked to the hospital to pick up his bike, and then road to her house. Her mother's car was parked outside. As they dismounted, Derek watched Meredith swallow hard, and reach her hand out for his. He took it and together they walked to the front door.

Ellis Grey was sitting in the living room, as if she had been waiting for them sense the night before. "Sit," she said, without preliminary.

They sat on the couch opposite her, hands still intertwined. Derek suddenly realized why Meredith was so terrified of her mother. In a hospital, she was formidable, but she also seemed to know that she was there to teach. In her living-room there was no hint of easiness.

"Explain."

"Dr. Grey—" Derek was cut off by Meredith squeezing his hand.

"Mom… I lied to you last week. Derek's not just a guy that I talked to…. Derek's… I love him, Mom. I know you won't like that. But he's… he helped me change. My grades are better. They're not what you want but that will take time… but I'm happy, Mom. So… so that's what it is. And I know you're angry. And you won't get it, and you going to yell and I'll yell because that's what we do. But I've explained."

There was silence for a long minute. Derek wanted to tell Meredith how proud he was of her for speaking to her mother like that. It was worlds away from the Meredith he had first met. However, judging by the look on Ellis Grey's face it had not been appreciated by her mother.

"I can hardly believe he is good for you after you showed up at the hospital in that state yesterday, Meredith."

"That wasn't--."

"Added to that, he is a surgical intern. You are eighteen years old. Can you even see how inappropriate that is? And you! You are supposedly an adult doctor. What am I supposed to think when my daughter comes in claiming that she loves you? I could have you arrested or—.

"Oh, no you couldn't," Meredith muttered under her breath.

"I love your daughter, Dr. Grey. That's all I can say. I tried very hard to stop myself from loving her, because I knew it was inappropriate. But Meredith… she's amazing. She's smart, and fun and a whole lot of other things that you've never noticed. So I feel sorry for you, about that. But I love her."

Meredith's mother narrowed her eyes, and then looked away from them. Derek chanced a glance at Meredith, who was fidgeting with her necklace with the hand that was not clutching to his.

"You will leave." Both of their gazes snapped back to the woman who somehow had it in their power to decide their fates. "You will find another position and leave my daughter alone for the duration of the time I am paying for her education. If she decides to go to medical school, which you seem to think she could handle, then you will not see her until she is finished."

They sat, shocked. Derek felt Meredith's hand go limp in his. "Mom," she choked. "You can't…"

"I can. I consider you under my roof until I have seen to your education. It is my duty as your mother. Until then I will not have interference."

"Your duty as a mother? Since when have you cared about that? I'll leave! We'll both leave, and--"

"Mer. Shush. That's not the right answer. If you run away with me, your future will be too uncertain."

Meredith pulled her hand away, and looked at him wild-eyed. "You're on her side?" she demanded.

"No! No I am definitely not! I love you; I don't want to leave you. But, because I love you I cannot let you throw your life away." He looked over at Ellis Grey, who was sitting there looking pleased with herself. "That's what you wanted me to say, isn't it? Because, I can assure you my first thought was of whisking Meredith away, back to New York with me. But I can't do that to her."

He turned to Meredith, who was not looking at him, she was staring straight ahead at the wall. "Meredith…" he said. It came out like a sigh. He did not know how to say everything to her that needed to be said, so he turned back to her mother. "Can I talk to her, outside? I won't… take off or anything. My career rests in your hands." He hated that he could remind her of this, but he would do anything to get the time to convince Meredith of his feelings. Ellis nodded, curtly.

Derek took Meredith's arm and led her to the front door and down the steps. He knew she was going numb.

"Meredith, break down the wall." She looked at him, sharply. "I know what you're doing. You're building up the 'nothing-can-hurt-me' wall. But I don't have time to break that down because your horrible shrew of a mother is about to fuck us both over if we're not careful. So break down the damn wall and let me talk."

She looked at him again, softer maybe, but still doubtful.

"I. Love. You. Meredith Grey, nothing will ever change that. Not time, not your mother, not moving. Not anything. So whatever her hoops are, I'll jump through them. Because I want you."

To his surprise, this seemed to be enough. Tears started to course down Meredith's face. "But… nine years," she murmured. "You won't wait. You'll find some other incredible girl, and I'll be here, ruined for all other guys."

"I'm ruined for other girls," he insisted. "Who else will tolerate my taste in music? And make me dance to music I hate? And let me drone on about surgeries at two in the morning and--…" Meredith had started to cry harder. Derek tried to wipe tears away with his fingers, but they kept coming.

"But it won't be… no more phone calls…. You won't be here. I can't…not without you."

"You can do anything, with me or without me. And we'll figure something out. I can't go nine years without talking to you; I know that. So we'll figure it out. Okay?"

She nodded. Then she threw her arms around his neck and kissed him, her tongue diving into his mouth. He held her close, smelling her hair, wanting to never let go. But then there was the sound of someone's throat clearing in the door. Derek turned to see Ellis Grey leaning on the doorway. Never before had Derek wanted so badly to harm someone as he did then. But he did not. He knew better. Instead, he gently pushed Meredith away.

"I love you," he murmured. "Never forget that."

"I love you too," she replied.

"I'll wait for you," he added. "As long as it takes." She just smiled at that, and he knew she did not believe him. That was okay. He would prove it to her. As he walked down the stairs and to his bike he looked back, just once. Meredith was staring at him, her face wet and her eyes blinking tears off of her eyelashes. He wiped his own tears away with the back of his hand and reluctantly, trying to put her face in his memory forever.

When he got back to his apartment and went into his bedroom, the first thing that caught his eye was one of Meredith's school blouses that she had left there. She hated those blouses, and yet he picked it up and pressed it to his face. It smelled of her. He sat on his bed staring at that blouse for hours after, wishing that he could have her with him.

A/N What... you thought they would make it to prom like normal people? They're Meredith and Derek.

Ellis Grey is very good at breaking her daughter. You know, when I wrote In My Daughter's Eyes two years ago, I was fairly sympathetic towards her. And I still am, a little. Towards her when Meredith was younger. But at this age, and point? Not so much.

Review please.


	14. Write

July 11th, 1994

Dear Derek,

Hi. It's me. Meredith. I guess you know that, from the envelope. Mom let me go to this science camp that my chemistry teacher found for me. So they encourage us to write home or whatever, and I thought, they're not going to read the letters or anything. And then if you write back I can just tell Mom that the letters come from a friend at camp. Bet you wish you thought of it… or I guess… if you want to bother with me….

It's okay here. The others are nice, but the girls go on about stupid boyfriends. They're always together or breaking up with someone and falling into what they consider deep, dark depressions only to be fine the next day. I could tell them a thing or two about dark. Do you want to hear all this? I wouldn't, but I guess you can just throw this away.

After you… were forced to leave by Ellis (so not even 'Mom' any more) I didn't speak to her. I still don't really speak to her. Just got her to sign the form to let me come out here. I… stopped again. I didn't want to tell you that. But the school stuff… it just seemed stupid. And, really, nine more years of school or seeing you? Which one do you think I'd pick?

So I just didn't… my chemistry final was my first one. And I showed up, because Ellis insisted on driving me, and I just sat there. And Mrs. Davis noticed. And she made me stay after, and she said all these things about me being 'promising' and something to the effect of she knew my mother was a bitch (okay…so maybe not those words) and then I just… I just told her. All of it. And she listened, and did not treat me like I was twelve and stupid. And she let me retake the final. And I did really well. A ninety-three. An actual A. And then she decided that camp would be better than sitting in my room and moping and crying and yelling at my mother. So yeah. Here I am

They're trying to make us go do physical things now. like rock climbing. At least everyone else agrees with me and would rather be doing the non-stupid stuff like being in a lab. I mean, really, a bunch of nerds (And there are nerds here. They rival you) to rock climb?

Gotta go. I love you,

Meredith

/

July 15th, 1994

Dear Meredith,

Meredith. Oh Meredith. How in the world could you think that I would not write you back? How did you find my mother's address by the way? It was really fun to explain to her who the letter was from when I had not gotten mail there in years, by the way, thanks.

I can't believe how long it has been since I saw you. Since I held you. I hate that you had such a hard time. I want to thank that teacher of yours. At least someone in Boston is sane, besides you.

Since you told me the dark stuff, I guess I'll tell you mine. I didn't want to, but I figure this is like our midnight conversations and honest is good. Mark came out to Boston to help me pack up. More than once he had to physically restrain me from getting up and getting you. To get me on the plane home, he got me drunk. He filled out all the transfer papers for me, got me back in at Manhattan General and made me show up for work. And then I think I lost it. I spent every hour at the hospital. I literally never left. I got in on a lot of great surgeries (a hemispherectomy! Amazing!) but they did not matter (well, except that one). When I was not on-call I slept at Mark's. On his couch. I cried a lot. (I admit that only to you). Mark honestly didn't know what to do with me, and he kept having to fight my mother and sisters off. They were glad to have me home, wanted me to come right back into the fold. But I couldn't take them or their happy

It really did not change until I got your letter. Until I realized that I could still talk to you, in some way. Reading your words was like hearing your voice. I've missed it so much. So for that reason I'm ending this here. Because it means I will get a letter from you sooner.

I love you,

Derek

PS. Addison Montgomary is one of Mark's friends. (She actually has not been dragged into bed with him yet) she said she went to science camp at your age, so that's my cover-up.

/

August 3rd, 1994

Dear Derek,

Okay. We're writing. And you miss me. And… I kind of can't believe that you were as devastated as I was. Because, you fixed me. And you were already perfect. But okay. If you say so. I start school in a few weeks. It's going to suck. Just so you know. I have one more year of the hell that is Boston Preparatory High School. I don't even have not-friends anymore. All I have is a burning need to get the hell out of here.

Do you think it would count if I went to NYU or Columbia and just happened to run into you..? Yeah… I know. My mother wouldn't let me. She's pushing for Harvard, but I think that's too much for me. Maybe Dartmouth? I don't know. I doubt you want to hear all of this.

I hate being back in Boston. I see things, they remind me of you. Last week I wandered into the bar we used to go to, just for fun. The _same_ bartender was there and he told me to disappear, I was obviously underaged. I feel so much more like a kid without you. And not like me.

I'm sorry. This was going to be upbeat, and 'cheer Derek up' and… it wasn't. I think angst-ridden is kind of an axiom in my life right now (look, SAT word.)

I love you,

Meredith

/

November 15th, 1994

Dear Derek,

Okay asshole, you said in your last letter you knew a fail-safe plan for writing college application essays. Fess up. I have no idea. _"Your biggest inspiration in life?_" um… my twenty-seven year old boyfriend. "_A turning point in your life"_ the day i got suspended and bailed out by an intern on a motorcycle_ or _the day I showed up drunk at a hospital and my mother forced my boyfriend to leave. I could write about my favorite book, but considering I have not had one of those since I was small enough for Paddington, that doesn't help either.

Anyway, that's my life right now. College applications and school and ignoring the dirty looks from Sam who still seems to think he should own me. Really.

I love you,

Meredith

/

November 30th, 1994

Derek,

Um… you okay? It's never taken you two weeks to write me back before. Are you mad? Or… wait… I guess you probably met another girl or whatever. One who doesn't have a wicked witch locking her in Boston and can have a fairytale.

Write back. Please?

/

December 7th, 1994

Derek…

Even if there is another girl. I need you.

Meredith

/

December 15th 1994

Dear Meredith,

So, I'm not Derek. I'm Mark. Nice to meet you. Derek says you're very pretty. Any friends you would care to introduce me—

Okay, sorry. Derek's over my shoulder as I write this. He says to tell you not to be so stupid, in the best way possible. There will never be another girl.

I'm sure you're wondering why I'm writing this and not your devoted lovebird. My genius best friend managed to crash his beloved motorcycle last month and break his arm, as well as getting knocked in the head. Severely. I told him the way to become a neurosurgeon was not to become the patient of one, but he apparently was not informed.

He's fine now. He told me to tell you this emphatically, so there it is. He's fine. He will write you with more protestations of love in two weeks when he gets the cast off of his arm. If I were you, I would be glad that you did not have to deal with him now, because when he cannot scrub in he is an ass. More so than usual.

Yours,

Mark

PS. College essays? Two words: "sexual favors" they would probably work better for you than they did for me and Derek.

/

December 18th, 1994

DEREK, YOU IDIOT!! How the fuck did you crash your bike? You better have been wearing a helmet, you asshole. If you had died I would have resurrected you to kill you, got that? Never, ever do that again.

There, now that that's done. It's _finally_ vacation which means… well, nothing. Sitting around the house trying to figure out if I could jet to New York without my mother noticing. Oh. And my early decision letter came in from Dartmouth. I got in.

Love,

Meredith

/

December 20th, 1994

Dear Meredith,

I finally have my arm back! And don't worry; I'm done with motorcycles. Will you be sad that I am no longer the leather-wearing motorcycle-riding man you love?

I finally got to scrub in again. Dr. Lawson is not Ashland Davidson, but he will definitely get me started in Neurosurgery. Richard Webber, one of the attendings here, also has a lot of contacts and I think he's fond of me.

Oh, and by the way. MEREDITH GREY, HOW DARE YOU NOT OPEN THE LETTER WITH 'I GOT INTO DARTMOUTH'? that is a much bigger deal than my…incident. I am so proud of you, Meredith. I wish I could tell you in person.

I love you, so much, my star

Derek

/ / /

"Hello?"

"Derek?"

"Meredith? Oh my God, Meredith. Where have you been? How are you calling me? Oh Mer…"

"Yeah. It's me. I...um… I'm on my roommate's phone. It's a one-time thing because she doesn't really like me, but I needed to hear your voice."

"It's wonderful to hear yours… but, Mer? Is something wrong?"

"No…not exactly."

"Then why are you crying?"

"I can't do it! Okay? I just can't!"

"Can't do what?"

"This. This whole thing. This whole college thing. I just can't. Six months here and I'm the old Meredith. The one nobody likes, who drinks and sleeps with inappropriate guys and wastes potential."

"Sleeps with—"

"I didn't want to tell you! It just happened, and you'll hate me and… I just wanted to hear your voice."

"Meredith. Mer…. Breathe with me, okay? Just breathe. We'll figure things out, but first you need to be breathing regularly, can you do that?"

"Talk to me. About something."

"Okay. Well, let's see. My interns are idiots. One of them intubated a guy down the wrong pipe today. But then I had to drill into a guy's skull _bedside_. All of the other neuro people were in surgery and so I was the only person who had seen it done. It was…amazing."

"Wow. Der, that's amazing. I'm proud of you. You're doing so well."

"You're breathing."

"Yeah. You caught me. Okay. Talking?"

"Meredith, you have nothing to be sorry for, or ashamed of. It's college. Bad stuff happens; bad decisions are made. Bad pictures are taken that Mark will undoubtedly show you one day. Just keep trying. You want to do well, and that puts you miles ahead of where you were in high school. Okay? And no matter what, I always want to hear from you."

"Really?"

"Really."

"Same goes for you. You haven't been telling me about your surgeries lately. Or the antics of Mark and Addison. Or your sisters. Did Kathleen have the baby?"

"Yeah. And get this, she's pregnant again."

"Seriously?"

"Yup. Addison and Mark finally slept together, but they say it doesn't count because they were drunk. I disagree, but there you go."

"Yeah. Okay, Allison, hold your horses. Derek… I have to go. But I'll write you tonight. I promise."

"Good. I love you. Good night, Meredith"

"I love you too. Good night Derek."

**A/N** I really think that, even in this universe, if they had not had some way to keep talking through this time, Meredith might have broken more than she was before. Scary. Sad. Also sad that she has to be broken at all, Derek can't be there to fix her, but in no universe can Derek just fix her anyway. Okay, rambling about my writing, not something I do often… so review!


	15. Wine

She stood out on the rocky beach, letting the evening wind whip her blonde hair around her face. Her fingers numbly fumbled with a small pendant around her neck, and squinting out at the ocean, which was crashing violently against the rocks yards in front of her. The rest of the beach was nearly abandoned on the chilly late-August day. Most summer visitors had already abandoned their beach-homes for the city, in preparation for the changes in work and school that would come with the fall. The house behind her looked to be one such abandoned house, except that inside her suitcase sat on a bed, and it was the only house on this entire stretch of beach where a car sat parked in the drive.

The solitude should have alerted her to the crunch of rocks behind her, but the sound of the wind as well as the depths of thoughts in which she were lost kept the sound from her ears. Because of this, she jumped when a man gently put a hand on her shoulder. She spun around, her mouth falling slightly open when she recognized his face.

"Hi," he said. "I'm looking for a girl. Last time I saw her she had pink hair and a penchant for black clothing. You look like her, you know." He smiled, as his eyes trailed over her blue jeans and red t-shirt, covered by a brown cardigan.

"Oh, Derek," she breathed, looking up at his eyes, which seemed to reflect the sea. "I wasn't sure you would come."

"Of course I did," he replied, quietly. Then he held out a hand, and on the crumpled sheet of paper she recognized her own handwriting.

_March 23__rd__, 1999 _

_Dear Derek,_

_Well. I got into medical school. Here at Dartmouth. The program is excellent, I already know most of the professors and it's where I want to be. But I might defer. Wait and enter in 2000. I don't know… I feel like I need time. To figure things out. I don't know what I'm doing yet. I'll work, I guess. Mom says she'll help pay for me to go to Europe, since I am going to med school. She's not fond of the surgeon thing, but I've been on the Dean's list since my sophomore year, so she hasn't complained. She almost…even…well once insinuated that she was proud of me. Can you believe that?_

_Anyway, here's the thing. My friend…well my roommate anyway, she has this beach house. Well, it's not hers, but it's her family's. And I was thinking…maybe when I get back from whatever I'm doing… summer or whatever… I'll tell my mother I'm still in Europe and we can meet there. What do you think? I won't stop writing. I could never do that. Writing to you has gotten me through but…_

_It's been five years, Derek. What if we're not us any more? _

_ Love,_

_ Meredith._

"That was months ago," she replied. "I still didn't know…"

"All the postcards? I kept them all. I have all your letters. You have no idea how happy I was when I got the last one, with the dates and directions. I cashed in all the vacation I've accumulated."

"For being such a workaholic?" she questioned, smiling a little.

He shrugged. "What else could I do while I was waiting for you?"

She shifted a little, turning away from him, looking out at the water again. "Derek," she murmured. "Five years. It's been five years. I'm not the same as I was then."

"I know that. I didn't expect you to be the same at twenty-three as you were at eighteen, Meredith. I'm not the same either."

"You don't ride motorcycles anymore," she said, in a voice that was barely audible.

"No. But there's more than that. Just like there is more to you than just your hair is no longer pink. We'll just have to rediscover each other; that's all."

"How can we do that, when I don't even know who I am in the first place? You were the only one who knew, and if we've both changed…"

"Oh, Mer. I think you do know who you are, somewhere in there. I just helped you draw it out."

She shrugged, bringing her arms around herself, to protect against the cold. She was surprised when he wrapped both of his arms around her, pulling her against his chest. It felt familiar, and she leaned against him, as if it were the most natural thing in the world.

"Come on," he said after several minutes. "Let's go inside. I got groceries and I want to cook for you."

"How do you know I wasn't planning on cooking for both of us?" she asked as he took her hand and helped her walk across the rocks. "For all you know, I was a culinary minor and--"

"You were a math minor, and I know the story you wrote me about the time you attempted to make chicken soup for your sick roommate."

"Oh. That," she said, biting her lip. "Maybe you do still know me." He squeezed her hand, and his hand felt right, familiar.

Inside the house, they deposited their outdoor things by the front door. Meredith felt Derek watching her as she pulled off her boots, and she turned to him. The look on his face was one that she had not seen in a long time. She went over to him, nervously putting her hands on his chest.

"Hi," she said, not quite meeting his gaze. He used one finger to tip her chin up to look at him. Her eyes met his, and she somehow felt reassured.

"Hi," he replied. Then he pressed his lips against hers, and her arms went automatically around his neck. His mouth was warm, and right. No other man's mouth had felt like this, and there had been other men. There had been many during her two months in Europe, and others before that. None of them had managed to meet her expectations, though.

"You were gonna cook," she murmured, as his mouth trailed down her neck. She moved against him and felt her hands sliding under his shirt.

"We have time," he replied. "How long do we have, anyway?"

"A week. Mom expects me back in Boston."

He did not comment on the fact that she was calling Ellis 'Mom' again, or ask her what she had decided about medical school. That would all come later. Instead he put his hands under her bottom and lifted her up, allowing her to wrap her legs around him. He then proceeded to carry her up the stairs and into the first bedroom they came to.

She let him undress her, slowly, taking his time with her pants and shirt. He told her he wanted to relearn her. He smiled when he found the small tattoo on her lower back, the lavender star she never explained to anyone.

When it was her turn, though, she tore at his clothes, fumbling with buttons and snaps, wanting to have him, all of him, when it had been so long since she had. She did not allow him to torture her this time. She positioned herself on top and slid against him, as his hands went all over her, massaging her breasts and flitting around her clit. When she came, she moaned his name, just as she had almost done on other nights, when it was not his cock inside her.

"Not to swell your head any," she said, when it was done and she was lying in the crook of his arm, "But you are very big. I like that a lot."

"Good to know," Derek replied, stroking her hair.

"Have there been others?" she asked, propping her head up on an elbow, and ran a finger over his chest. "After me, I mean?"

He sighed. "A couple. No one special. No one like you."

She nodded. "Good."

"Good?"

"Yeah. I would have really felt like a whore if you had been perfectly chaste in the past five years."

"I told you a long time ago that I understood."

"Yeah… well… none of them… I didn't love any of them or anything. Not even close. They weren't you." She stared up at the rotating ceiling fan, trying to figure out what she wanted to say. It felt so unreal to have Derek there, a corporeal, real Derek, not just the voice in his letters. It was harder to speak than it was to write. Words tumbled around in her brain, and fell over themselves. They almost made it to her lips and then they ran away, scared to face the cold world.

She was jarred out of her thoughts when Derek sat up. "I'll make dinner now," he murmured. "And then we can talk."

"Talk," she repeated quietly. "Yeah… we should do that."

He chuckled, as he offered her a hand to pull her up. "Still afraid of talking, Mer?"

She shook her head and her hair fell over her shoulders. "Not afraid… just… unsure."

He nodded, and stood. She watched him begin to put on clothes, then dressed herself as he went downstairs to cook them dinner.

They ate salmon. Derek cooked it so it had a citrusy flavor. He steamed vegetables and made salad and did all the things that Meredith couldn't do in a kitchen. She poured the wine, and he laughed at her pride when she managed not to spill it. Over dinner they spoke of safe, banal subjects. Addison and Mark, and their plans to find an apartment in New York; Derek's fellowship offers; the sights Meredith had seen in Europe. He made her laugh, and feel safe in a way in which she had forgotten, but the seed of doubt in the back of her mind had not yet been killed.

She insisted on doing the dishes, and then came out to the living room, where Derek had made a fire. "Manly, fire-building man," she teased, handing him a fresh glass of wine.

He laughed and settled next to her on the deep cushions of the sofa. "So," he said.

"So," she replied, arranging herself, crosslegged, looking out to the fire.

"Are you deferring?"

The question was blunt, and it made her flinch. She swirled her wine around in the glass for a moment and sighed. "I… I still don't know. I don't even know right now why I want to go into medicine. I mean, I think I want it but… am I doing it for… my mom? To prove myself or whatever? Or because I want to prove that I'm not… what I used to be…? Or because I want to…or..."

"Or because I want you to?" he added gently.

Guiltily she nodded. "I mean, we always say 'when I'm done with med school' or 'when I get to my internship'… I just accepted it."

She felt him shift, and saw him take a sip of wine. "Well," he said. "It's a decision only you can make, Mer. But if.. if you feel like it's what I expect… don't. Because I want you to be happy. That's all I want."

She nodded. He meant what he said, she knew. He held her gaze the entire time he said it, even when she tried to look away. "If… if I didn't go… we could…"

He shook his head, smiling. "Meredith, as much as I would love to move you into my apartment right now… you need to do something at the graduate level to get a job now. Your talent, even if you don't become a doctor, is too much to waste."

"But if it would make me happy…" she argued, wondering if he were trying to tell her that he preferred his bachelor life.

"It wouldn't," he countered. "Not in the long run. Meredith, I want you. I want life with you. But I want a life with a Meredith who is happy, in her career and her family."

"That's a lot of happy," Meredith said with a small smile. "I'm not sure that I'm up for it."

"You will be," Derek said. She thought he sounded much too certain. "So. Now that I've said that I don't need you to go to medical school, are you immediately sure that you don't want to go?"

Meredith considered this, watching sparks leap off the main body of flames in the fire. She thought about the acceptance letter, which she carried around in her suitcase for months. She imagined tearing it up, and could not see this action bringing relief.

"No," she admitted.

"Close your eyes," he ordered. She looked at him, but he smiled at her, and she obeyed. "Good. Now I want you to imagine something. When you see yourself as a doctor, what do you see?"

"A labcoat," Meredith said slowly, thinking. "Talking to patients. Figuring out what's wrong with them. Helping them."

"What about surgeries? What do you see then?"

"Um…complexity, I guess. The complexity of what's under the skin. Like, using needles and thread to fix things that are hurting people. It's amazing… when I used to watch my mom, it always amazed me to watch her cut into people and fix them."

"Okay. In any of this, do you see yourself winning the Harper-Avery? Presenting at conferences?"

Meredith opened her eyes, shrugging. "That'd be good… I guess. I mean, my mother did it a lot, but all she did was come back with a lot of junk she bought and brag about everything the other doctors had said about her."

"See? You don't think of the things that would be better than your mother, or even, I'm afraid to say, make her proud. You think of helping people, Meredith.

"A couple years ago, you wrote me about a Halloween party gone bad, I assume you remember that?"

Meredith blushed, and looked away, not wanting to remember that night, particularly. It was filled with flashes of herself, half-clothed in black with fishnets, and her roommate falling off of a stone wall because of her bright pink high-heels.

"You were, by all accounts, very intoxicated, apparently enamored with that baseball player guy—."

"God, he was an ass."

"And yet, you abandoned all the rest of them to get Alexa to the ER. You stayed with her while she was admitted because of the infection—."

"Made them put a banana bag in my arm, too."

"And called her parents, arranging their flight for them and even invented the clever story that she had been studying astronomy and toppled off the wall. And you didn't even _like_ Alexa. You're selfless, Meredith. You care about people, and you don't let anything get in the way of that. So, if that's why you want to go to medical school, then that is a very good reason, and I have a hunch that it would make you happy. So now it's up to you."

Meredith licked her lips and nodded. "Okay," she murmured. Then she reached a hand out and Derek took it. "For the record? Rambling about this stuff is not why I wanted to come out here. I just… wanted to see you. To be with you. To be us again."

Derek gently took the wine glass from her and set it on the floor, then pulled her back against her until her head rested against his chest.

"That's why I'm here," he murmured. "But, for the record, listening to you ramble is a part of us."

Meredith laughed. "So what's new with you? Any identity crises I can help solve?"

"Hmm, well, these fellowship offers are interesting. I don't suppose your mother would offer a reprieve if I accepted the one at Boston?"

Meredith let out a bitter snort. "Right. That's about as likely as her telling me that she has full confidence in my ability to be a surgeon."

"I didn't think she had changed that much. By the way, if she hasn't changed, why are you not rampaging and ranting about her?"

Meredith sighed, shifting against him and pulling his arm to rest against her stomach. She had a need to have him against her at all times now that they were together. " I guess… I guess I know she was trying to protect me. I don't agree with it, and it's not like we get along, but we coexist I guess. Once my grades leveled out, she had less cause to yell at me. The school stopped calling, which she definitely liked. I went to her alma mater… and when I got in for med school she actually said 'well, that's good, isn't it?' Honestly, she was nearly proud."

"She probably was proud," Derek murmured. She felt the vibrations of his voice against the back of her head. "And, Meredith? All of that is very mature of you. Just so you know."

"Is it? Huh. Me, mature. Who'd have thought? It just made sense." They sat together, the fire crackling and Meredith felt amazingly comfortable. "So," she said, her eyelids drooping a little. She was still recovering sleep from her traveling. "Now that we've worked on my issues, what are we going to do for the rest of the week?"

Derek leaned down and gently kissed her cheek. "Oh, I can think of a few things," he said, and she shivered.

Careful not to knock over the wine on the floor, Meredith stood up and offered him her hand. "Take me to bed, Derek," she breathed. He took her hand, and together they went back upstairs.

A/N Another turning point for them.


	16. Fear

March 11th, 2001

Dear Derek,

So much for that plan. My mother, my insane mother, blocked my phone from calling New York numbers. I ask you. She's crazy. Absolutely crazy. I do have a cell phone now, though, that she's paying for. I plan on calling Guam often. Yeah, okay, I wouldn't do that. But honestly, all the recognition and amazing things she's gotten to do with me out of the house, you would think she would be grateful. Or not.

So, we started dissecting cadavers this month. Not exactly the most fun I've ever had, but it was made much more bearable with one of the guys in my group fainted. Not that it was necessarily good that he fainted, but he has been bragging since our first day about his family that has had doctors in it for generations, and that he knew so much he did not even need to be in medical school. I don't tell people who my mother is, but if I did maybe he would have shut up.

Oh, by the way, I was perusing a medical journal the other day (shut up, I was bored), and imagine my shock when I found an article written by Dr. Derek Shepherd. I almost started laughing, very loudly, in the library. Lots of very big words in that article, Dr. Shepherd. If I didn't know it would cause your head to swell too much I might just tell you it was impressive.

If I somehow manage to get through all of this with my degree, maybe you could give me a demonstration of the technique that you wrote about? Your demonstrations of other things have been so helpful…

Well, I should go study. Sometimes I wish you had never flipped the study-switch in me. You know that, right?

Love, Meredith

/

October 11th, 2002

Dear Meredith,

One year. In one year, less really, we'll be free from your mother's curse. It's like a twisted fairy tale, isn't it?

Have you started your internship applications yet? There are some really amazing programs in New York, of course, but you don't have to limit yourself to New York. I can move, I don't mind. You said a few months ago that you didn't expect me to, but Mer, I have nothing to attach me here. Mark keeps wanting us to start a practice, but I'm not that interested in that. I like working in hospitals and I have a reputation behind me (not to brag, but it's true), and I can probably get a position wherever. Although, you are planning on staying around here, right? Like in the east? I mean, I wouldn't peg you as a California girl but… who knows?

Anyway, to answer your question about that spinal procedure…

/

December 15th, 2002

Dear Derek,

There's something I need to tell you. I need to tell you face-to-face. I said I wouldn't say anything, but I have to tell you. I'll be in New York in the second week of January helping my mother pack up her stuff from the UN office. Figure out where we can meet and I'll be there.

I love you,

Meredith

/ / / /

Derek checked his watch and shifted in the red leather booth of the restaurant he had picked out to meet Meredith in. It was on the opposite side of Manhattan from the area he normally frequented, and was close to the hotel he knew that Meredith would be staying at. It was ten-fifteen and they were supposed to meet at ten. He was just starting to wonder if her mother, in the scarily intuitive way she had that did not fit with her seeming indifference to her daughter, had realized their plan. He thought about going to the hotel to somehow sneak a message to her, but then he heard the sound of high heels clicking quickly and somewhat awkwardly towards him. He turned to see Meredith, looking flustered and yet beautiful in a simple black dress.

When her eyes met his, she did not relax. Instead, she seemed to get even more tense as she slid into the booth opposite of him.

"Meredith Maladroit in heels?" he asked, smiling.

"Shut up. I can handle them. I've learned. Mostly."

"Hi."

"Hi," she said. The candlelight on the table cast a warm light over the small smile on her face. Derek leaned over the table to kiss her. Her lips met his, but he felt a sort of reluctance that he did not get to explore further, because the waiter had come over to take their drink order.

Derek ordered wine, in celebration, he said. Meredith did not say anything. As they perused the menu, they talked about her final semester of medical school, the professor who always seemed flustered when she managed to answer a question he thought unanswerable. "Not that I always get it," Meredith was quick to qualify, "But when I do, he always snaps a pencil in half."

The waitress came, depositing a basket of bread and taking their orders. They were silent for a moment after the orders were placed, and Derek started to ask what she had to tell him, when Meredith broke in.

"So did Carly get into that program you were talking about?" she asked, referring to his dramatically talented niece who was attempting to get into a youth theater program.

"Huh? Oh, yeah, she did. Mom's very proud, although she keeps making fun of Kathleen, telling her she's going to be a horrible stagemom."

"Do you think she will?"

"Probably," he laughed. "But more because she would do anything for her kids. She took a week off last year to drive Charles around to all those different riding camps to find the best one, and then drove all the way up to the one they chose in Vermont to pick him up when he got homesick."

Meredith nodded. "And Nancy? Did Carter get over his fear of balloons yet?"

The subject of his sisters and their children took them through until their meal arrived. Every time there was a lull and Derek was going to question her, she pulled out some other detail to question him about. He answered, knowing that eventually she would spit it out. She finally did, when they were halfway through their steaks.

"My mom has early-onset Alzheimer's," she said as he was taking a sip of wine. He choked a little, spluttering, and then put the glass down. She was looking down at her plate, and he watched her fingers spin her watch over and over her wrist.

"Oh. Oh my, Meredith. I'm so sorry," Derek said. He reached over the table to take her hand, but she did not accept his hand. "How bad…?"

"She's been showing symptoms for a while, apparently. She didn't want to admit it to herself. She went to a specialist in Providence, where fewer people know her. She's still completely lucid, but she forgets things. She can't really work anymore. She's going to go to Seattle and finally write that book on the Grey Method… then, when it gets…" she looked down and swallowed. "When it gets worse, there's a facility out there. One that will keep it quiet. She doesn't want people to know. She was in denial for a while. I mean, who wouldn't be, right? She's… she's put her life together with her mind and now…" She blinked back tears, and Derek wanted to go over and hold her, but her body was positioned away from him, like she was shutting him out.

"Derek…" she sighed, looking up into his face. There was a reticence in her features; she obviously did not want to continue.

"What is it? Mer, whatever it is, I'll be there for you."

She shook her head. "The thing is… when my mother goes to Seattle, I'm going with her. The program there is really good. They're looking for a new chief right now, but there are rumors that it will be Richard Webber. You really liked him, right? They asked Mom, but obviously she can't…but either way, it's good. And I… I don't want her to be alone out there."

He knew that this was Meredith. This was Meredith being her selfless, caring self. But those thoughts were pushed into the back of his head by other thoughts, ones that felt hot with resentment. "Meredith, I get why you want to do this. But Seattle? That's all the way across the country! And you're moving out there for your mother? _Your_ mother?"

"I knew you wouldn't like it," Meredith replied quietly. "But I have to, Derek. She's the only family I have. She didn't ask me to, but when I said I would…she looked grateful, Derek. She's never looked like that before."

"So you still let her influence you? She's not all you have, Meredith, you have me!"

"I don't know that!" she burst out. "We've written letters, Derek. For nine years. For all I know we wouldn't work, and then I'd be at some hospital here, without anyone, with my sick mother on another coast."

"Meredith, you're the love of my life. I've waited for you for nine years. You really think I would leave you? And it's your mother's fault we've barely seen each other in nine years! Yet, you still choose her over me."

"That's not fair! If it were your mother—."

"My mother wants me to be happy. My mother would never put the barriers in my way that yours has! It's a completely different circumstance, Meredith. Your mother kept us apart for nine years. You've hated her your entire life; don't try to deny it, and yet you still want her approval."

"That's _not_ what this is about. You don't get it, because your family is all happy and perfect. So my mother has always been distant. But she always wanted the best for me. She sure as hell didn't know how to show it, but she did. I'm not looking for her approval. She won't even be herself, Derek. In a year, maybe more, maybe less. She won't be herself. But she didn't just leave me in Seattle with my father, who didn't care. She took me with her. So I've got to stay with her."

Derek sat back and shook his head. "From anyone else that would make sense, Meredith. But your mother is _Ellis Grey_. She never cared in the way you seem to think she did. I know you want her to. But she won't. It's not who she is."

Meredith shook her head. Her jaw was set firmly. "Maybe it's not. But this is who I am. And if you don't understand that, then you don't understand me. We've been kidding ourselves, Derek. Thinking we could pick this up after nine years.

"I'm sorry. I need to go now. Mom…Mom will wonder where I am." She stood, tossing her napkin onto the booth. Derek stared at her, trying to think of something to say. Something that would make her stay. "Take care of yourself, Derek," she murmured.

He waited, but she did not turn for the door. After a moment, the words came unwanted, unbidden to his lips. "Good night, Meredith."

"Good night, Derek," she said softly. He thought there were tears in her eyes, and maybe in her head the final three words of their ritual were echoing like they were in his. As she turned to walk to the door, he saw the flash of silver against her neck. The necklace. After all these years, she was still wearing it.

He stared at the uneaten food. The roll that Meredith had nervously shred while she told him about Ellis, the half-empty wine glass. The sight of it all made his stomach turn. He made a quick guess of the price of the meal, rounded up and tossed an extra ten on the table just in case. Then he went out into the foggy night.

The letters stopped. He had known they would. Of course they would. It was her turn, and after an argument like that, you just don't pick up writing friendly letters where you left off. Plus, their missives over the past few months had been full of tentative plans of 'when' and 'where'. All of that was gone now, thanks once again to Ellis Grey.

Derek, however, could not get himself out of the habit of writing her. He had written twice a week for so long that one afternoon after an eventful shift he was halfway through a letter to Meredith before he remembered that they weren't…together or what have you, any more.

No one noticed that something had changed in him. Mark was too busy with his and Addison's first child. Derek still ragged on him for finally settling down. Neither of them had thought that Mark would tie the knot first. But he knew that though they never said it, they both thought it was just a matter of time, now a matter of months.

His family was used to his working long, hard hours, and did not really notice when they increased. He wondered if this was what it had been like for Meredith, growing up with major changes in her life going unnoticed. He asked her that question in a letter that went sealed and unsent into a drawer atop a pile of similarly sealed envelopes. As the pile grew, Derek slowly began to realize exactly what he needed to do, and should have done in the first place. He just hoped it was not too late.

A/N Review!

Rambling:

Ellis's Alzheimer's was a big deal for Mer in the actual universe, and in this universe as well. In both cases it caused her to make big, life changing decisions. Not-so-great for Derek this time, although it was originally. Working with the timeline in a different way has been interesting, because even though Meredith got herself together and went to med school earlier, she's still stunted, socially awkward Meredith as well. I mean, her biggest relationship has been with a guy who she spent three months with and then communicated with in letters. So she's bad at dealing with people. And Derek has spent all this time certain, in a way that Meredith can't be. So they clash. And it has big consequences, because that's the way it is with them. In any universe.


	17. Doctor

She saw him everywhere. In crowds, she would think she caught a glimpse of his hair. Someone's eyes in the line behind her at the library check-out would look like his. She even examined every face at her medical school graduation. Once, they had planned on him being there. Of course, now that was an impossibility and he did not even know when it was, but still she hoped.

Her mother did not come to the graduation either. She was too afraid. Afraid someone would recognize her, or that she would have one of the wandering spells that were becoming more frequent. They did go out to dinner that night, and over coffee her mother said, "So. You're done with medical school. Any word from that man who you were entangled with years ago?"

Meredith swallowed a long sip of hot coffee. She felt a dull ache behind her eyes at the mention of Derek and she had to work hard to keep tears from welling up in her eyes. Finally she set the cup down on the restaurant saucer. "I… we wrote to each other, Mom. For nine years. But when I decided to go out to Seattle with you I would not let him throw away his life for me. I don't want to talk about it."

Her mother's eyes had widened, and she looked away for a minute before declaring that she was ready to leave. Once Meredith had made sure she was safe in her hotel room, she went to the familiar bar near campus for one last night of drinking her problems away there.

The move to Seattle was more complicated than she thought it would be. The Boston house had been mostly packed up for years, but there were still basic household-y things to pile in boxes and ship. Then, when they arrived in Seattle her mother insisted on unpacking everything. Of course, with her frequent losing of trains of thought and forgetting where she put things, this task went to Meredith who would have much preferred to be studying so that she did not look like an idiot in front of the entire hospital.

She had RSVP'd 'yes' to the intern's mixer when she had first gotten her information packet. This get-together was apparently a new thing, implemented by Chief Webber to promote hospital solidarity. Meredith thought it was corny, but she supposed she should actually leave the house before starting work.

But that evening, even as she was laying out her dress on the bed, she decided against going. Her mother was having a bad day, and even though she had installed all the locks, alarms and other precautions that the experts recommended, she did not want to leave her alone. Instead, she sat on the couch with a pen and paper, while her mother stared at the TV screen where tapes of her old surgeries played.

The next morning, Meredith made sure her mother knew the hospital phone number and put it on sticky notes in several often-frequented places in the house. She knew that soon she would have to hire some sort of caretaker, until her mother allowed herself to be admitted to the care facility, but she also wanted to give her as much of a semblance of independence as possible. The neighbors were all alerted to her mother's condition, though, and if she wandered off (which she should not be able to) she should be okay. Still, Meredith kept her phone on vibrate in her pocket, even when she was supposed to turn it off.

Ten hours into her shift and a patent who she had been rounding on post-op for an abdominal surgery began seizing. She somehow knew when her resident ordered her to find the 'new neurosurgeon' that it would be him. She was not sure how she knew, but when she saw the familiar figure looking over a chart at the nurses' desk, she was not at all surprised.

"Dr. Shepherd," she said, tentatively. Why wasn't one of the other interns sent to do this? "Dr. Walker needs a consult."

He looked up, and the smile on his face when he saw her made her knees feel weak. She quickly forced the feeling from her mind, and turned to lead him to the patient's room. Instead, he grabbed her arm and pulled her into a stairwell.

"Dr. Shepherd!" she protested.

He sighed, leaning against a window. "Dr. Shepherd, Meredith? Do I deserve that?"

"You deserved to be hit in the head for this. You left New York? I thought the motorcycle accident _didn't_ cause brain damage."

"It took me all of two months to know I couldn't make it without you in my life, Mer."

She shook her head. "No! This isn't…this isn't right, Derek. You cannot move across country for me!"

"Well, I was also promised head of neurosurgery when Hendricks retires, if that makes it better," he joked. She wished his smile did not make her want to throw herself in his arms. "Meredith, I wish I understood. I'm here; you're here. We can be together. I'll help you take care of your mother. I'm sorry about what I said about her, I know she's your mother. I'll do anything for you, Meredith."

Meredith stared at him. The look in his eyes was sincere, and she knew he meant what he said. That was what scared her. She turned away, heading for the door of the stairwell. "Come on," she said quietly. "A patient needs us."

"Meredith--."

"Derek…not now. I'm a quarter of the way through my first shift. I can't think about this right now, okay? Not at this minute. I was stressed out enough about all of this before you showed up. I just need…to think."

"Okay," he said. "I don't know what you have to think about, Meredith. But okay."

She pushed the door open and he followed her down the hall to the patient's room. She stayed as he examined him, doing scans. He was patient when he taught, and she admired him. If it made his heart jolt when he looked at her the way hers did when she looked at him, it could not be easy to teach her the intricacies of the brain image on the MRI screen.

At hour twenty-one she attempted to get some sleep, lying on the bottom bunk of an on-call room bed. She put her hand over her eyes as she felt the pressure that had been building there start to grow. The tears were forcing themselves out of the back of her eyes so quickly that she could not stop them, and all she wanted was Derek to come in and comfort her. He used to know instinctually when she needed him to hold her, but that was so long ago.

He had said all the right things. That was what he did. He always said the right things. But he deserved some wonderful woman. One who was better for him. One who did not always have some horrible life problem that he needed to help her. One whose mother was not controlling and crazy and also an insanely famous doctor. She should be the best friend, the one who had all the drama that he told his wife about. The problem was the carnal desire that went along with them being in the same room together. That would not lend itself to being the best friend, unless they were in a bad romantic comedy.

When she knew she was not going to get any sleep, she sat up and found her hand going to the necklace that she still wore, while the other wiped her eyes. "Oh Derek," she murmured, just as the on-call room door opened.

Framed in the doorway was the other female intern, a short but feisty woman named Miranda. "Grey?" she queried. "We're wanted for interrogation."

Meredith nodded and stood, following her into the light of the hall. Miranda turned and looked up at her, her gaze scrutinizing. "You okay?" she asked.

Numbly, Meredith nodded, and followed Miranda down the hall.

/ / / /

Twenty-two hours later, Meredith had scrubbed in on her first surgery. The seizing patient had had an almost untraceable aneurism, and Derek had chosen her, as the intern on the case, to scrub in. She had planned on spending most of the surgery avoiding his gaze, but instead she found herself staring at his hands as they worked. She was not sure that she had ever previously understood just how good of a surgeon he was. She associated his long, capable fingers with other things. With letters, and with the places that he touched on her body that made her shiver and twist. But this, this was a whole other level of Derek that she had not seen before. He had reason to be arrogant about his surgeries.

Afterwards, she found herself sitting on a ledge outside of the hospital with Miranda. The woman wanted to talk about the difficulties about being a female surgeon, but Meredith cut her off. "Don't." she said. "I've heard it all. I've been through it, but I've heard it since I was old enough to understand my mother's ramblings."

"Your mother?"

"Yeah," Meredith sighed. She didn't tell people, not usually. But she was too tired to think of any kind of clever cover story. "My mother is Ellis Grey."

"Ellis Grey, as in the Grey Method?"

"That's the one."

"Damn," Miranda whistled. "That gives you a lot to live up to, doesn't it? Can't be easy."

For some reason this made Meredith laugh. She was not used to anyone getting it. Most people were far too star-struck. "Yeah," she said. "Yeah it does."

"I'm gonna guess though that that's not why you were crying in an on-call room."

Meredith's laughter subsided and she shook her head. "No. It's not."

"Well… if you need someone to talk to, let me know. Otherwise, I'll keep my mouth shut."

"Okay," Meredith said. "I may take you up on that. But not right now."

"That's fine. Come on, I'll buy you coffee before we head out, because I am a nice person."

Meredith laughed and followed her inside.

At her house, she unlocked all of the locks and breathed a sigh of relief when she heard the sound of her mother typing in the office. Gently she knocked on the door and pushed it open. Her mother barely looked up over the frames of her glasses.

"I… scrubbed in today," she said.

"I don't have time for you right now, Meredith. I'm working on my book. Maybe later." Meredith nodded and closed the door. The book helped keep her mother focused. And for once she had said she might have time later. That never used to happen.

Upstairs, in the room she had once slept in as a child, Meredith tossed her bag on the bed and looked at the photo on her bedside table. It was her and Regina, her one actual friend from college. They had bonded at parties, and though Gina never really understood Meredith's serious side, they had had a lot of fun together. It helped that in undergrad Meredith never had to work too hard to keep her grades up.

She sighed as she remembered the message she had gotten the other night from her friend. _Meredith, darling, why in God's name are you not in Florida with me right now? Gorgeous men, gorgeous sun and lots of alcohol. Blow off that whole doctor thing and come live the good life!_

A part of Meredith wondered if things had gone differently if she would be on that beach right now. She quickly pushed that thought away. Even without Derek, she would not have abandoned her mother. They had too much history.

_You and Derek have history too, _a voice in the back of her head argued. _You just decided to abandon him. This time you did the abandoning_.

Was that true? No. Of course not. She just couldn't… could not let him get involved with her again. She messed people up. She was messed up.

As she thought this, without really knowing why, she stood and went to her closet. From the shelf she pulled down the packet of envelopes she had stashed up there the week before. She heard them crinkle as she pulled them down, and looked at the top envelope, addressed to Derek and unsent as all the others were.

With sudden resolve, she grabbed the hospital directory that sat on her bedside table, the one that had been in her welcome packet and flipped through it, hoping it was updated. There was his name, written in pen as an addition to the Attendings page. The address was an apartment not far away.

She went downstairs and poked her head in the office again. "Mom, I'm going back out. Call me if you need something, okay? I won't be long and I'll bring back lunch."

Her mother really looked up this time. Her glasses were off, and Meredith flinched at the unfocused look on her face. "Richard took chief?" she asked, quietly.

"Huh? Oh, Dr. Webber. Yeah he did. I'll just be a minute--."

Her mother's gift shifted to the letters in Meredith's hand. "He's in Seattle," she said. Meredith was not sure exactly whom she was referring to, but either way it was true, so she nodded. Her mother mirrored the gesture.

"I should have gone after him," she murmured. Then she looked up. "Go after him, Meredith."

"Mom?"

"You'll regret it if you don't. Go." The unfocused look was still there, so Meredith just nodded. She turned to go to the door and then heard her mother call out, in her usual strident tone, "Not pizza Meredith. Or that greasy crap you show up with all the time. You'll kill me before the Alzheimer's does."

"Right, Mom."

She locked all the locks and drove. When she got to the apartment building and pushed the buzzer, there was no answer, so she left the letters with the doorman who assured her that 'Dr. Shepherd will get them as soon as he arrives'. That was all she could do. She went back down the steps and went to try and find food that would satisfy her mother. As she thought this, she snorted. Nothing ever satisfied her mother.

When Meredith returned with the baked chicken she had gotten pre-prepared at the grocery store, though, her mother had the table set. Meredith praised her and they ate together in silence before her mother disappeared 'to write her book' and Meredith finally gave way to the exhaustion that had threatened to over come her since hour twenty-three. As always, though, she fell asleep with one hand clutching her star necklace.

A/N Review!

Rambling:

I liked having Meredith in Seattle when she should have been had she gone the normal track for med school. It's more interesting than just sticking her back as Bailey's intern with the added bonus of knowing the attending. Timeline-playing is fun. And as for Ellis, she is not all horrible, and Meredith is more than her share of caring. To take care of her mother at all after everything she went through shows this. I admire that in her. So her priority, in spite of it all, is her mother because she has been the one constant. That's what she craves, consistency. Even though she has been generally awful.

But Derek, sooner than in the canon, has realized that he won't let her go. Smart man.


	18. Truth

The small apartment was far too stuffy for him. He knew this as soon as he sat down on the sofa and put the pile of letters down next to him. He wanted to rip into the first one immediately. He had almost opened it in the library, as soon as he saw the familiar handwriting on the address, and that they were addressed to his New York apartment. The new half-unpacked apartment, though, made him feel too restless to sit down and focus like he wanted to, so he went back outside and walked the short way to the park down the street, his mind focused on the stack of white envelopes in his hand.

She had kept writing too. That had to mean something, didn't it? He had to believe it did. That their mutual hanging-on to the habit meant something and it was not just purely habit or loneliness.

After what seemed like far too long, he finally ended up on a bench on the opposite side of the park from the playground, where children's shouts threatened to draw him away from what he wanted to be doing; what he needed to be doing. He picked up the first letter and slid his finger under the seal, hungry for her voice.

February 19th, 2003

Dear Derek,

Do you know how difficult it is to stay angry with you? You probably do, since you're so arrogant, but in case you don't: it is pretty much impossible. Being angry at you is draining, and exhausting and I don't like it. It also doesn't help that I completely understand everything you said. I understand why you were upset, and what you think of my mother. But there are things you don't know. Maybe I should tell you. It's not like you're ever going to read this anyway_._

The rest of the letter felt just like a typical Meredith-letter. Anecdotes about her classmates; worry about her grades and her internship applications. A solemnity entered her tone when she wrote about taking her mother to specialists, but she did not address their argument again. Derek scanned the words, crammed together and jagged as always, looking for more depth. He wanted to write a response, to dig the way he so often had to with Meredith, but that was impossible. Instead he moved onto the next letter.

It was equally frustrating. Her tone was lighter, her worldview made him smile and sometimes made him want to hold her tightly and tell her how brave she was. Her familiar voice echoed in her head, and as letter passed letter he felt almost as if she were sitting next to him on the bench, whispering into his ear. But none of them addressed their argument, until he finally opened a particularly thick envelope, dated the twenty-seventh of May.

Dear Derek,

I graduated today, Der. Do you remember when we planned on you being there? Of introducing you to my mother and asking if she 'happened to remember you'? You used to joke about putting a ring on my finger right there. Or… I assumed you were joking. I'm not ready for that ring today, so I doubt it would have been a good idea. Of course, my mother did not come today either. Too many of my professors were her colleagues once, or met her at conferences. She doesn't want anyone to know that she's weak right now. Only me, and I hide it. I'm good at that.

Derek, that night in New York, you could not understand why I had to stay with my mother. I…I don't completely understand it. But there's a story, one that might help explain. It isn't one of my funnier one; I can guarantee you that. It doesn't paint my mother favorably either, but it's how it is.

When I was six, just after we moved to Boston, my mother tried to kill herself. She slit her wrists in front of me. I've never told a soul that. I write it now because you will never read this. I called 9-1-1 and they saved her life. For a while I was extremely attached to her. At six I knew that losing that much blood could kill you. Mom told me surgery stories sometimes, when I pestered for bedtime stories. Somehow, I understood, maybe it's my DNA. So I know, I knew she had tried to leave, just like my father.

I tried to keep her close, but you know my mother. She pushed me away. Some where in the next eleven years I became the girl you met in front of the school that day. And Derek? There's no telling where I would have ended up had you not entered my life. I am forever grateful for that. I grew up, probably much quicker than I would. I would have never started doing schoolwork on my own then. I probably would have had an even more fucked up relationship with that Sam kid (did I ever tell you he's now an investment banker? Seriously). I guess I would have gone to college. I hope I would have eventually figured out the med school thing, but I was so brainwashed by my mother, who knows? What I hope most right now is that I would have snapped out of it and straightened myself out when I found out Mom was sick. But I'm twenty-seven now. Ten years is a lot of lost time.

Whatever may have been, I'm here now. I'm here, and I'm protecting my mother. What if she flashes back to that day? If she does it again? That thought scares me, Derek. I worry that moving to Seattle will trigger that. But that was her choice, so all I can do is be there for her. I know she never was for me; that's what you're thinking now, right? But she's my mother nothing changes that.

I wish I could really tell you this. That I could call you or fly to New York and find you. But you don't need to be messed up in this. You hate my mother, and right now she's what matters.

I love you

Derek reread the letter three times before it all sank in. He could not believe Meredith never told him any of this. But then, he never asked. Meredith did not often volunteer information for the fun of it.

He wanted to go to her house immediately and find her, to tell her he would support her. However, there were still more letters. He knew that she wanted him to read them or she would not have given them all to him. So, he opened the next one, his mind still reeling from the words of the last letter.

This next letter was nowhere near as revelatory. She wrote of packing up the Boston house. _I found my old Doc Martens! Think they would make a good impression at Seattle Grace?_ Through the summer, she gradually admitted her fears to him, about her mother alone in the Seattle house, about her internship. He wished he could have written back with reassurances, and thought of his own June letters about explaining his departure to his family, who never understood his infatuation with a girl so untouchable. About the drive to the airport with Mark who was the only one who understood.

The last letter in the pile was not completely sealed, and the writing was hasty. With a quick glance he realized that the date was that of two days before, just before Meredith began her internship.

Dear Derek,

I lied. It's not just my mom. It's me. Even if you had said all the right things, which you probably would have if I had given you the chance, I would have run. I'm supposed to start at Seattle Grace tomorrow, and if Mom were not downstairs, shuffling around the office, lost in a world that I cannot comprehend, I would be running. I am not supposed to have this life. The life where I have all that I want available to me? Well, not all, but the amazing internship, the great guy? That is not supposed to be me. I know it. You deserve more than fucked up little Meredith Grey who has had one real relationship in her life, at seventeen and has held onto it for her whole life because she is scared.

If we had done it, the ring and the house and the kids thing, you would not have been happy. I don't know how to do that stuff, Derek. My roommates are getting married, and they are all so confident, so sure. I have never felt that way. I am the one in the bar after exams because I know I have failed. It doesn't matter if I didn't, it doesn't matter if I passed all the other ones.

I feel like, for all these years, all I have done is go to you for help. Medical stuff, school stuff, life stuff. I wonder now, did I ever tell you that your smile makes me weak? That when you were upset over your sister's accident I wanted to go up there and just hold you so that you could cry? That when Mark and Addison got married I wanted to be there, holding onto your arm and supporting you when you said 'I told you so'? Or did I just say 'good for them. How do you best explain PVS to a patient's family'?

Now I want you to know it all, and it's too late. I want you to know that you haunt my dreams. When I'm tired, I think back to the times I fell asleep with your arms around me and it makes me feel safe enough to quell my insomnia. When my mother calls me inferior, stupid, annoying or whatever in her rages I want to shout at her that just because she does not love me it does not mean that nobody does. But then I remember. You're not mine anymore. I set you free, free of me and my problems. The seventeen years before I met you were too long, Derek. Maybe if it were earlier, if I was different. But it wasn't. I'm not. I'm still a confused, pink-haired rebel who cannot decide who she is or what she wants. You know what you want and other girls can give it to you better than I can. Other girls are ready for the house, and the kids and the stuff that scares me.

And me? I'll be a surgeon. And maybe I'll be the loser who still writes to a man she'll never see again. But I'll know that you're better off without me. So that's okay.

I love you,

Meredith

It was twilight and Derek finished the letter just barely able to see with the aide of an orange streetlight. He immediately folded it and pushed it back in the envelope, gathering it and all the others up and starting off at a sprint towards the parking garage where his car was. All that mattered was that she had admitted to loving him. He could fix the rest. He had to. He needed Meredith, more than she knew. More even than she needed him.

He knew the way to the house; he had driven past it a couple times when he first arrived in Seattle, trying to decide if he should go up to it. It was definitely stalker-ish and he knew Meredith would have called him out on it. However, it had come in handy when he needed to get to her.

He sprinted up the stairs and pounded on the door, letters still clutched in one hand. There were noises from within, but no sign of Meredith. He glanced around, wondering if she had was on call. He thought the interns got twenty-four hours off, but maybe he was confused. He leaned against the stair railing, and saw her car on the driveway. What if she had seen who it was and was ignoring him? What if--?

The door swung open. Meredith stood there, clad in sweatpants and a Dartmouth t-shirt, her eyes looking sleepy. "Sorry," she murmured. "Mom had to get me to put in the code for the door. I haven't hired a nurse yet so…" she trailed off, shifting from one bare foot to the other.

"I read the letters," he said, holding them up.

"All of them?"

"All of them. I… have some for you too, if you want them. I couldn't stop either," he smiled a little. She stood there, one hand on the door, looking confused. "Listen, Meredith… I'm sorry. About the stuff I said that night. I admire you for looking after your mother. It took me about an hour to realize that, but by then you were gone. And the other things…about her… I hate that she broke you. She is never going to be my favorite person, but that's okay. I want to help you."

"Derek…"

"Let me finish. When I came out here, I was not expecting you to come back to me. For us to have the white picket fence and the dog immediately or maybe even never. I mean, it would have been nice, but Meredith, I get that you have no model for that. That it would not be easy. No relationship is easy. But I came out here because I could not give you up. Because your face is what I see when I wake up and when I go to bed. I did not know then if I had a chance."

She looked up at him, processing, then said, "You said then. Do you know now?"

With a small smile he reached up and put a finger on her neck. "You still wear it, Meredith. That gave me hope when I saw you at the hospital. You wear it. And your eyes still light up the same way. I know we can't just pick up…well, anywhere. But there's too much for us to give it up."

Meredith bit her lip, in the way that was achingly familiar. "What if we don't make it?"

He met her eyes, holding them steadily. "What if we do? You don't have to be ready for anything drastic. We could get to know each other again. Go out, or stay in here if you need to be with your mother. We have all the time in the world now, Mer."

She looked doubtful, but her fingers had gone up to turn the star over the chain, over and over again, and there was a look of intrigue in her eye that made him sure. He had her.

"Come to dinner with me tomorrow night," he said. "And maybe a movie. And we'll take it from there."

"The nursing place is sending someone over Wednesday," she replied.

"So, Wednesday."

Slowly, she nodded. "Okay. No expectations?"

"Not one."

"Okay." She smiled. It was the smile that lit up her face and the one that had first made her someone he wanted to know. "Good night, Derek."

"Good night, Meredith." He watched her close the door, and then instinctively leaned against it.

He may have imagined it, but he thought that he heard the faint whisper of an 'I love you', just as he had once heard as he held onto the phone while she was putting hers back in the cradle.

A/N Review. Epilogue to come

Aw, see grand gesture.

Rambling:

I felt like the suicide should be dealt with. The letters that she thinks will never be sent felt like a good place for it to come out. And it's what Derek needs to understand the part of Meredith that is sticking with her mother, which is what he cannot understand at this point. It makes him see that this is not just Meredith being so willing to be molded by her mother in the way she was as a teenager. It's different…


	19. Epilogue

She pulled the car up the drive and parked, before going around to the trunk and glancing around before she opened it. She pulled the thin rectangular package out and held it close to her chest, before darting into the house. She saw his car in the garage, and hoped that he was in the study or somewhere else where he would not see her. She ran upstairs and into their bedroom, tearing into the package and setting it onto the bed, before searching for the hammer and nail that she had hidden in the bedside table the night before. She climbed up onto the bed to drive the nail into the spot she had chosen and then leaned down to pick up the frame.

"What are you doing?"

She screamed and almost lost her footing, before looking over her shoulder at the man leaning against the doorway and looking bemusedly at her. "Close your eyes!" she shot at him.

"Meredith, what are you doing?"

"Close," she repeated. With a placating smile he obeyed and she turned back to the wall, carefully putting the wire over the nail. "Okay," she said, stepping back and then jumping off of the bed. "You can look." She stood by him, taking his arm and watching, wondering if he was transported back to that cloudy afternoon in New Hampshire as she was.

They had been sitting in the living room of the borrowed beach-house, venturing downstairs after a long night and a lazy morning in bed. Meredith was dressed in jeans and a long shirt of Derek's. He sat on the sofa, nursing a glass of wine and she was perusing the bookshelf full of leather-bound books that looked as if they had not been touched in generations. Her finger fell on one and she started to pull it out just as Derek said, "This place reminds me of what people talk about when they mention people like Emily Dickinson."

"Oh my God," Meredith murmured, as she glanced over. He was looking out the window, and there was no way he could see the title of the book she had just pulled down.

"What?" he asked.

She walked over to him, holding out the volume of Dickinson's poetry she had just taken down from the dusty shelves. "You can read my mind."

"Or great minds think alike," he offered, putting his arm around her as she settled in next to him.

"That implies that you're a great mind," she retorted. "The jury is still out."

"You mock me far too much."

"You're easy to mock."

"Mmm. You know, I've never actually read a Dickinson poem. Aren't they all about death and doom and storms?"

"Most of them," Meredith shrugged. "You can't grow up around here and not be taught them at some time or other. Or I had particularly obsessed teachers. I had units of Dickinson twice. Here, here's one for you." She began flipping through pages to find the poem she wanted. Derek was absent-mindedly running his fingers through her hair, and she snuggled closer against him as she started to read aloud: "Surgeons must be very careful/When they take the knife!/Underneath their fine incisions/Stirs the Culprit – Life!"

"Fair warning," Derek murmured. "Most surgeons need that reminder." He kissed the top of her head. "Not you though, after what you said the other day. You don't forget there are people under the knife."

"Yeah," Meredith murmured. "But I'm not a surgeon."

"You will be," Derek said. "A great one."

She did not mention the time she read the poem to her mother and her mother muttered something about there not always being life in a patient. She liked this conversation about it better, even if she thought Derek overly confident in her abilities.

Years later, she had found the print of the poem at a junk store where she was browsing on a boring afternoon off. She had had it framed and failed in her attempt to have it hanging there as a surprise. Still, as Derek looked at it, the effect was good. A grin spread across his face, and he put his arm around her waist.

"Not that you forget that," she murmured. "But it's a symbol of us."

"We have many symbols."

"Oh? What else? Besides stars, I mean." She smiled.

"Well, ferryboats, for one."

She smiled, thinking back to the first date they had had in Seattle.

She sat, anxiously awaiting him at the restaurant they had agreed on. She had not been on-call but he had, so she was checking her cell phone for the tenth time, wondering if he had been called into surgery, when his voice startled her and she hastily put it away.

"Seattle has ferryboats."

"Um…yeah. Water on three sides equals ferryboats."

"Yeah. I guess that means I have to like it here."

She smirked, remembering something he had said a long time ago. "You're genetically engineered to hate anywhere not Manhattan."

He shook his head. "I liked Boston!"

"Liar. You hated Boston!"

"At first, yeah. Maybe I'm just genetically engineered to hate anywhere not Manhattan or without you."

"Corny, corny man."

And just like that their rhythm had been back. It had not been easy, but somehow the fact that they had survived ten years apart made the five years together easier to survive. There were the habits to get used to, and Meredith had to get used to talking. She had been known to leave letters on his pillow when she had particular difficulty expressing something, but that was rare anymore.

"So you like it?" she asked tentatively.

"Definitely," he asserted, leaning down to kiss her. She still loved the fact that he was there for her to talk to, and kiss, and more all the time. "It fits. It's like the finishing touch on the house."

"Hmm. The finishing touch might be that fire-pit I wanted," she sighed.

"You won't fish with me, yet you want a fire pit?"

"I like fire."

"Pyromaniac," he teased. "I'll put one in next summer. I'm just glad the house got done when it did."

"Yeah. For the record, I may have decided you weren't crazy for buying this land."

"Well, with your mother in Roseridge it made sense. Did you see her this morning?"

Meredith shook her head. "Uh uh. I was being interrogated by Richard. Which reminds me, we have a prom to get ready for." She wandered into the bathroom and started to undress for a shower.

Derek followed her. "What'd you tell him?"

"Nothing. It wasn't my story to tell. He let me off when I brought up Mom. He finally admitted that they had a thing. I mean, it's been obvious based on some of her ramblings but… he admitted it." She paused, fumbling with the clasp of her watch, then held it out to Derek. He undid it and then kissed her wrist. "I just wonder, you know," she said finally. "How it would have been."

"If he had stayed with her?"

"Yeah. It might have been nice to have a dad. But then, would I have ended up sitting on those steps that day in March?"

"We would have met anyway," Derek said, confident as ever. "Trust me."

She smiled at him, shaking her head. "So you say," she murmured. "As it is, I'm pretty fond of the way things turned out. Now go, so I can shower."

"I could help you," he offered, putting his hands on her hips.

She sighed. "Not now. We have to leave in an hour. How about tonight I let you help me get the dress off?"

He kissed the arch of her neck. "That's a plan."

Once she had showered and done her hair, she called downstairs to him. "Derek Christopher Shepherd, if you don't get up here and get your suit on right now, we will be late!"

She heard him coming up as she slid the black dress over her head. "Zip me," she ordered, enjoying the feeling of his hand sliding up her back. "I feel bad for them," she commented, sitting on the edge of the bathtub as Derek began to change. "The interns. It's weird, because they're Miranda's responsibility but—"

"They're your friends," Derek finished.

"Yeah. Is that weird? I mean, I'm a fourth year, they're interns."

"Well, it maybe a little weird. But this is the first year you haven't been completely wrapped up in caring for your mother. And we're settled in the house and I don't know… they fit you. They have your weird sense of humor."

"That you share," she pointed out. "It makes sense…but some times I almost feel like I'm one of them. It's so weird. But good. They're good people."

"They are," Derek agreed, buttoning his shirt. "Can you believe we're actually making it to prom?"

Meredith smirked. "Eleven years later," she murmured.

"It's an improvement," he asserted, offering her his hand. "I can be your fiancé, not your cousin Derek from Iowa. You're not going to be in the wrong place showing up at the hospital, I've hidden the tequila—ouch! Don't hit me."

"Ass."

"And it's unlikely that we'll spend tomorrow morning being separated by your mother."

"But it's entirely likely she'll yell at us," Meredith countered. "She does a lot of that."

"True," Derek replied as the reached the bottom of the stairs. He turned and put her arms around him, and hers went around his neck, like they always did. "But this time around I'll be there, the whole time." She smiled, and leaned up to kiss him. "You look beautiful tonight, Mer," he murmured. "Elegant and poised. You're an amazing surgeon and an amazing woman."

Meredith shrugged. "I guess. But you know what I like best?"

"Hmm?"

"Being yours."

Derek smiled. "You were always mine, Meredith. I always knew you were a star. Now the rest of the world gets to figure it out. I take pride in figuring it out first."

"Sappy, arrogant man."

"You love it."

"I do," she agreed. "I love you." She removed her arms and took his hand again, intertwining their fingers as he had done ages ago on their first 'date'. "But I would not love to be late. Let's go." She led him outside into the night. She did not know how hectic the evening would be, or that she would not go home with him, but would go with Miranda's interns to comfort Izzie Stevens. When she got home, though, he would be waiting for her, ready to put his arms around her and assure her that he was there to stay. She had to admit that she was glad he had not gone when she let him go.

She loved him and she had learned the hard way that that was something that did not fade away, no matter how undeserving or broken she thought she was.

A/N Meredith can't extract herself from the circle of friends she ends up with, I think. That's what makes them special, after all. :-)

This has been one of my favorite fics to write, pretty much ever. Playing with it has been so much fun. I'm glad you all enjoyed it, but even if you hadn't it would have been worth it. Anyway, I have at least one other one-shot going up Friday, probably, and it's got some AU tendencies so keep an eye out.


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